07-28-25 Work Session Agenda and MaterialsCITY COUNCIL
KCITY OF WORK SESSION AGENDA
ALISPELL July 28, 2025, at 7:00 p.m.
City Hall Council Chambers, 201 First Avenue East
See the bottom of the agenda to learn how to provide public comment
and watch meetings live or later.
A. CALL TO ORDER
B. ROLL CALL
C. DISCUSSION
Ownership Request from Northwest Montana History Museum for Central
School Property
2. Kidsports Complex Naming Request
D. PUBLIC COMMENT
Persons wishing to address the council are asked to do so at this time. See the bottom of
the agenda to learn the protocol for providing comment.
E. CITY MANAGER, COUNCIL, AND MAYOR REPORTS
F. ADJOURNMENT
UPCOMING SCHEDULE
Next Regular Meeting — August 4, 2025, at 7:00 p.m. — Council Chambers
Next Work Session — August 11, 2025, at 6:00 p.m. — Council Chambers
PARTICIPATION
When addressing council please give your name and address, see the last page of the agenda for
the proper manner of addressing the council, and limit comments to three minutes. Comments
can also be emailed to publiccomment(2kalispell.com.
To provide public comment live, remotely, join the video conference through zoom at:
https://us02web.zoom.us/webinar/reizister/" SRbHV6vGRiWdUcuZ86xfhw.
Raise your virtual hand to indicate you want to provide comment. Due to occasional technical
difficulties, the most reliable way to participate is through in -person attendance. Electronic
means are not guaranteed.
Watch council sessions live with the agenda and supporting documents or later with documents
and time stamped minutes at: https://www.kalispell.com/MeetingVideos or live or later on
YouTube at: www.kalispell.com/YouTube.
Page 1 of 2
Kalispell City Council Agenda, July 28, 2025
The City does not discriminate on the basis of disability in its programs, services, activities, and
employment practices. Auxiliary aids are available. For questions about disability
accommodation please contact the City Clerk at 406-758-7756.
ADMINISTRATIVE CODE
Adopted July 1, 1991
Section 2-20 Manner of Addressing Council
a. Each person not a Council member shall address the Council, at the time designated in the agenda
or as directed by the Council, by stepping to the podium or microphone, giving that person's
name and address in an audible tone of voice for the record, and unless further time is granted by
the Council, shall limit the address to the Council to three minutes.
b. All remarks shall be addressed to the Council as a body and not to any member of the Council or
Staff.
C. No person, other than the Council and the person having the floor, shall be permitted to enter into
any discussion either directly or through a member of the Council, without the permission of the
Presiding Officer.
d. No question shall be asked of individuals except through the Presiding Officer.
PRINCIPLES FOR CIVIL DIALOGUE
Adopted by Resolution 5180 on February 5, 2007
■ We provide a safe environment where individual perspectives are respected, heard, and
acknowledged.
■ We are responsible for respectful and courteous dialogue and participation.
■ We respect diverse opinions as a means to find solutions based on common ground.
■ We encourage and value broad community participation.
■ We encourage creative approaches to engage in public participation.
■ We value informed decision -making and take personal responsibility to educate and be educated.
■ We believe that respectful public dialogue fosters healthy community relationships, understanding
and problem solving.
■ We acknowledge, consider and respect the natural tensions created by collaboration, change, and
transition.
■ We follow the rules & guidelines established for each meeting.
Page 2 of 2
CITY OF City of Kalispell
KTALISPELL Post Office Box 1997 -Kalispell, Montana 59903-1997
elephone (406) 758-7700 Fax - (406) 758-7758
MEMORANDUM
To: Honorable Mayor Johnson and City Council
From: Doug Russell, City Manager
Re: Ownership request from Northwest Montana History Museum for Central
School Property
Meeting Date: July 28, 2025
BACKGROUND: The Northwest Montana History Museum has sent a letter to the City
expressing their interest in acquiring ownership of the Central School Property (which is owned
by the City of Kalispell), located at 124 Second Ave East. The City has leased the property to
the Museum since 1997 under the terms of the attached lease. Following the initial investment
by the City of Kalispell in 1997, the lease identifies that the Northwest Montana Museum is
responsible for the maintenance and repairs of the premises.
Also attached to this memo is the request from the museum board expressing their interest in
acquiring ownership of the property.
At the meeting on the 28th, it recommended that Council discuss the request and if there is an
interest in transferring ownership of the property to the museum. If there is interest, it is further
recommended that Council discuss what the terms of that transfer would entail, such as price,
timeline, etc.
ATTACHMENTS:
Lease Agreement with Museum for the Central Schol Property
Request from the Northwest Montana History Museum
OPTION TO LEASE AGREEMENT
This Option to Lease Agreement, made and entered into on 1997, by
and between the City of Kalispell, a municipal corporation of the State of Montana, hereinafter
referred to as CITY and the Northwest Montana Historical Village and Museum, Inc., a Montana
Non -Profit corporation, organized and existing under the laws of the State of Montana, hereinafter
NMHVM,
WITNESSETH:
WHEREAS,
The CITY for and in consideration of the sum of One Dollar and other valuable consideration
($1.00 and ovc) paid by the NMHVM, the receipt and sufficiency of which is hereby acknowledged,
does grant to the NMHVM the exclusive option to lease the within described premises owned by the
CITY and commonly known as the Central School, more particularly described as follows:
The East one-half (E '/z), Block 44, Kalispell Original Townsite, together with the
building located thereon, for the purpose of operating a museum, together with
exclusive concession right and privilege to charge admission, and to sell novelties,
gifts, memorabilia, food products, and refreshments, and all other activities incidental
to the primary purpose of operating a museum.
NOW THEREFORE, the parties hereto agree as follows.
The option to lease granted herein is subject to the following terms and conditions:
The option to lease the premises hereby granted to the NN4 IVM shall become
effective upon the date of execution of this Agreement, and shall be subject
to the following terms and conditions:
a. This shall terminate one (1) year after execution hereof; unless sooner
exercised by NMHVM in the manner hereinafter set forth;
b. Any extensions hereof shall be effective only if made in writing by
mutual agreement of the NMHVM and the CITY;
The CITY must agree to invest the sum, not to exceed, Two Million
Five Hundred Thousand Dollars ($2,500,000) for the purpose of
designing and reconstructing said premises for use as a museum, and;
d. CITY will not expend funds for other than architectural fees, unless
and until NMHVM, complies with e, and
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December 19, 1997
j jq-1()
e. The NMMTM, prior to exercising this Option, can demonstrate to the
CITY that it has the requisite financial capability of operating said
premises as a museum for a period of two years. For purposes of this
Option, NMHVM shall be considered to have met the financial
viability requirements of this paragraph if the NMHVM raises, and
places in escrow, the sum of Two Hundred and Fifty Thousand
Dollars ($250,000) cash, and has said sum available and earmarked
only for the purpose of maintenance and operation of the museum.
2. If the NMHVM fails to exercise the option to lease within the time
prescribed, this Option shall lapse and the CITY may retain the above stated
consideration of One Dollar ($1.00).
3. NMHVM may not sell, transfer, assign or otherwise part with any or all of its
rights under this Option Agreement.
4. The Option herein granted shall be exercised in the following manner:
a. On or before the termination date above, the NMHVM shall execute
the Leasc .^igreement, attached hereto as Exhibit "A", and in the event
of such exercise the payment shall be applied to the consideration due
from the NMHVM under this Option Agreement,
5. It is further understood and agreed that time is of the essence in this Option
Agreement, and that the Option must be exercised on or before the
termination date, and if not so exercised, all rights of the NMHVM granted
by this Option shall cease, and the CITY may retain the above stated
consideration of $1.00 given by NMHVM for this Option.
IN WITNESS WHEREOF, the NMHVM and the CITY have caused this Option Agreement
to be executed on the day first above written.
ATTEST:
(i)q c: -
Debbie Gifford f
Clerk of Council
ATTEST:
I:iwpinmhvn.wpd
July 29, 1997
CITY OF KALISPELL
� f
Douglas). Rauthe - Mayor
NORTHWEST MONTANA HISTORICAL
VILLAGE AND MUSEUM, INC.
By:
Its:
STATE OF MONTANA )
) ss
County of Flathead )
On this L,: . day of , 1997, before me, a ]Notary Public in and
for the State of Montana, personally app ared Douglas D. Rauthe and Debbie Gifford, known to me
to be the Mayor and the Clerk of Council of the City of Kalispell, a municipality, that executed the
within instrument, and acknowledged that such Mayor and Clerk of Council subscribed, sealed and
delivered said instrument as the free and voluntary act of said municipality, for the uses and purposes
therein set forth, and that he was duly authorized to execute the same on behalf of said municipality.
`IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal the day
and yeax fir1 above written.
Notary Public, State of Montana
(SEAL Residing at Kalispell, MT
' C— 6 � My Commission Expires: c� 18hr
STATE OF MONTANA )
) ss
County of Flathead )
On this Z, N day of — , 1997, before me, a Nptary Public in and
for the State of Montana, personally appeared wes3 _ and.
known to me to be the �'� and r *c _ of the Northwest
Montana Historical Village and Museum, Inc., that executed the within instrument, and
acknowledged that such officers subscribed, sealed and delivered said instrument as the free and
voluntary act of said corporation, for the uses and purposes therein set forth, and that he was du1_y
authorized to execute the same on behalf of said corporation.
N, WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal the day
and year f rst above written. s y
No Public, State of Montana
Resi ng at Kalispell, MT
t, My ommission Expires:
f:\wp\i�vn.wpd
July 29, 1997 3
iqq-�35G I �-w
EXHIBIT "A"
LEASE AGREEMENT
This Lease made and entered into ;' - I � , 1991 is by and between the CITY OF
KALISPELL, a municipal corporation, hereinafter CITY, and the NORTHWEST MONTANA
HISTORICAL VILLAGE AND MUSEUM, INC. a Montana Non -Profit Corporation, organized
and existing under the laws of the State of Montana, hereinafter NMHVM:
WITNESSETH:
WHEREAS,
The CITY is the owner of certain real property and the improvements situated thereon located
in the City of Kalispell, more commonly referred to as the Central School; and
The NMHVM is an organization created by citizens for the purpose of establishing and
operating a historical museum within the City limits of Kalispell; and
WHEREAS,
The NMHVM desires to lease from CITY the Central School premises in furtherance of its
goal of establishing and operating a museum within the City of Kalispell.
NOW, THEREFORE in consideration of the mutual agreements and covenants contained
herein the parties hereto agree as follows:
The CITY hereby leases to the NMHVM and the NMHVM hereby leases from the
CITY that certain real property situated in the City of Kalispell, Flathead County,
Montana, more particularly described as follows, to -wit: East 1/2 , Block 44, Kalispell
Original Townsite, excluding the parking lot on the North end of said 1/2 block,
together with the building situated thereon, commonly known as the Central School.
2. The term of this Lease shall be for a term of forty (40) years commencing
� 2 - 1-7 , 1997 and ending 1 -- -7 , .. C -),
3. NMI-IVM shall use the Premises only for purposes connected to and consistent with
the operation of a public historical museum and related services and programs,
including the exclusive concession, right and privilege to charge admission, and sell
novelties, gift, memorabilia, food products and refreshments, provided however, that
the NMHVM may use the Premises for any other lawful purpose with the CITY' S
advanced written consent, which consent shall not be unreasonably withheld.
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December 19, 1997 4
199121135G I ig1O
4. CITY and NMHVM acknnwledge that the premises will receive- major renovation at
CITY's expense, including structural, plumbing, heating and ventilation, air
conditioning, electrical, floor and wall covering, general lighting and other
renovation and improvements to bring the building on the leased premises to current
Kalispell building code requirements suitable for the building's use as a museum and
such other purposes as contemplated by Paragraph 3 of this Lease. NMHVM shall
be responsible at its expense for such interior improvements as display cabinets,
shelving specialized lighting, and other requirements unique to museum purposes.
The rent or rents to be paid to the CITY by the NMHVM are in the amounts and on
the basis and terms as follows.
a. NMHVM shall pay to the CITY as rent for the Premises the sum of ten
dollars ($10.00) per year t6r each year during the term of this Lease. The
rent shall be payable on or before 3Zw q ,in each year.
b. The NMHVM shall be solely responsible for the costs of any and all special
facilities, including City special assessments, equipment and materials, and
services required by the NMHVM, which by virtue of the NMHVM
occupancy of the premises, NMHVM deems necessary for operation and
maintenance of the premises as a museum. This however, does not grant to
NMHVM the right to make any structural alterations to the building or to the
premises in general without the express prior written consent of the CITY,
which consent shall not be unreasonably withheld.
NMHVM shall be solely responsible for all labor and services and materials
necessary for NMHVM's use of premises, exterior building maintenance,
grounds maintenance, including snow removal from sidewalks fronting l s`
Street East and 2"d Avenue East, and all interior building maintenance
including, but not limited to, heating systems, ductwork, electrical systems,
conduit, plumbing, sewer, and HVAC. CITY shall assign to NMHVM all its
rights under any warranties with respect to the renovation of the building,
including any warranties covering roofing, heating systems, ductwork,
electrical systems, conduit, plumbing, sewer, and HVAC.
d. NMHVM shall keep an accurate account of all monies received through its
operation upon the premises, and the CITY shall the right to audit such
accounts and any :;,cords pertaining to the accounts in conjunction with the
CITY' S normal auditing cycle, and at CITY expense.
6. Except as otherwise permitted by this Lease Agreement, the NMHVM covenants not
to do or suffer any demolition, waste or damage, disfigurement or injury to the
premises or the building or any part of it, or permit or suffer any overloading of its
structural members or floors.
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July 29, 1997 5
1997 3561 t
NMHVM shall permit the authorized representatives of CITY to enter the premises
or any part of it at all times during usual business hours after reasonable notice under
the circumstances prevailing for the purpose of making reasonable inspections.
7. All portions of the sidewalks and passageways, and all ways of access to public
utilities of the premises shall be kept ubstructed by the NMHVM and shall not be
used for any purpose other than ingress and egress to and from the premises. The
doors, stairways or openings into any place in the structure, including hallways,
corridors and passageways shall in no way be obstructed by the NMHVM.
8. Commencing with the date of NMHV1's occupancy of the premises, NMHVM
shall indemnify and save harmless the CITY from all losses, costs and expenses
(including attorneys' fees) arising out of any liability, claim of liability, for injuries
to persons or property sustained or claimed to have been sustained by anyone, by
reason of the use or occupancy of the premises, whether such use is authorized or not,
or by any act or omission of the NMHVM or any of its officers, agents, employees,
patrons, guests or invitees, and NMHVM shall pay for any damage to the property
of CITY, or loss or theft of property, &ne or caused by such persons.
9. Commencing with the date of NMHVM's occupancy of the premises, NMHVM shall
provide the CITY a comprehensive liability insurance policy, including bodily injury
and property damage, written by a company approved by the CITY, covering
premises, operation and productions in amounts as stipulated below:
For any one person:-------- $750,000.00
For any one accident:------ $1,500,000.00
Property Damage:---------- $ 50,000.00
a. In the event the CITY is not named as an additional named insured on
NMHVM insurance policies, dice policies shall contain a provision waiving
all subrogation rights against the CITY.
b. Certified copies of above policy or a certificate evidencing its existence or a
binder shall be delivered to the CITY upon occupancy of the building by the
NMHVM. In the event a binder is delivered, it shall be replaced with 30
days by a certified copy of the policy. Each copy or certificate shall contain
a valid provision or endorsement that the policy may not be canceled,
terminated, or modified without giving 30 days' written notice to the CITY.
C. A renewal insurance policy shall be delivered to the CITY not less than 30
days prior to a policy's expiration date except for any policy expiring on or
after the termination date of this Lease Agreement.
I:lwpinmvn.wpd
July 29, 1997
I0. CITY shall, at its sole expense, procure and maintain throughout the term of this
lease a policy of insurance, insuring against loss to the building leased herein by fire
and all other risks of direct physical loss to the building and other improvements
comprising a part of the premises. The amount of insurance required shall be not
less than the full replacement cost of the building, as determined at the
commencement of the lease, and redetermined thereafter every three (3) years. The
policy of insurance shall be written with a reputable insurance agency licensed to do
business in the State of Montana. If the estimated cost of restoration of the building
following an insured loss exceeds fifty percent (50%) of the replacement cost, the
CITY shall not be obligated to restore the building. If the estimated cost of
restoration of the building following an insured loss is fifty percent (501/o) or less the
CITY shall restore the building.
11. In the event any portion w' d e Central School Museum leased to the NMHVM is not
vacated at the end of the term of this Lease Agreement, the CITY is authorized to
remove from the premises, at the expense of the tenant, all the property of any kind
which may be occupying a portion of the museum on which the terra of this Lease
Agreement has expired, and the CITY shall not be liable for any damages to or loss
of such property sustained either during its removal or storage and the CITY, its
agents, employees, and officials, are released from all claims for such loss or damage.
Upon termination of this Lease Agreement, the NMHVM will deliver to the CITY
the premises in as good condition as they shall be found at the beginning of the term
of this Lease Agreement, except for normal wear and tear.
12. It is agreed that all receipts and funds received by the NMHVM in operation of the
museum are the property of the NMHVM.
13. The CITY assumes no responsibility for any property placed in the premises, and the
CITY is released and discharged from any and all liabilities for any loss, injury or
damages to person or property that may be sustained by reason of the occupancy of
the premises under this Lease Agreement; and all guards or other protective services
desired are the responsibility of the NMHVM. Further, it shall be the sole
responsibility of NMH'v M to procure insurance against losses to any museum
contents, including but not limited to, fin-nishings and fixtures, equipment, museum
display items and artifacts, and any and all other property placed in the premises by
the NMHVM, its agents, employees, and representatives.
14. CITY shall have the power and authority to terminate this lease for any of the
following reasons:
a. Recission by mutual consent of the parties;
b. For violations of any of the terms and conditions of this lease;
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July 29, 1997 7
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C. For using the premises for any purpose other than those authorized by this
lease or for any other misuse of the premises.
15. If there is default or violation of any of the covenants or conditions in this Lease
Agreement involving the failure of the NMHVM to keep the premises in good
condition and repair in accordance with the provision of this Lease Agreement, or to
take any action required by the terms of the Lease Agreement, then the CITY shall
have the right to, but shall not be required, to make good any default of the
NMHVM. Nothing in this Lease Agreement shall imply any duty upon the part of
the CITY to do any work which, under any provisions of this Lease Agreement, the
NMHVM is required to perform, and the performance of it by the CITY shall not
constitute a waiver of NMHVM's default in failing to perform. it. The CITY may,
during the progress of any work elected to be performed by it on the premises or the
building, enter with contractors, agents, and employees and keep and store upon the
premises and in the building or any part of it all necessary materials, tools and
equipment. The CITY shall not in any event be liable for any inconvenience,
annoyance, disturbance, loss of business or other damage of or to the NMHVM by
reason of bringing materials, supplies and equipment into or through the building
during the course of work, and the obligations of the NMHVM under this Lease
Agreement shall not be a&Fected in any manner whatsoever, provided that the CITY
uses reasonable care under the circumstances prevailing to avoid unnecessary
inconvenience, annoyance, disturbance, loss of business or other damages of or to the
NMHVM.
16. To the extent not prohibited by law, all expenses, including reasonable attorney fees
and court costs, incurred by the CITY by reason of any default by the NMHVM
(whether or not any proceeding is instituted) or in connection with any action or
proceeding affecting this Lease Agreement or premises, shall be paid to the CITY
by the NMHVM on demand. Conversely, the NMHVM shall be entitled to similar
expenses incurred because of the CITY' S default, without default on the NMHVM's
part.
17. All sums advanced by the CITY pursuant to § § 14 and 15 and all necessary incidental
expenses, and attorney's fees in connection with the performance of any acts shall be
deemed additional rent and shall be promptly payable by the NMHVM, in the
respective amounts so advanced by the CITY. This reimbursement shall be made on
demand. Conversely, the NMHVM shall be entitled to receive from the CITY
prompt payment or reimbursement on any sum due and owing from the CITY to the
NMHVM.
18. Any notice which the CITY may desire to give the NMHVM shall be deemed
sufficiently given if the notice is in writing and sent by certified mail addressed to the
NMHVM, at 8 - IST Street East, Rm 213, P.Q. Box 2293, Kalispell, MT 59903-2293
or at the latest substituted address by the NMHVM in writing to the CITY, or left at
such address or delivered to the NMHVM representative at the premises; and the
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July 29, 1997 8
199,23,56 t i q-1(D
time of giving of the notice shall be the time when the notice is mailed, Ieft or
delivered as proved herein. Any notice from the NMHVM to the CITY shall be
validly given if sent by certified mail addressed to CITY MANAGER, P.O. Box
1997, Kalispell, MT 59903-1997, or at such other address and the CITY shall
designate by notice to the NMHVM.
19. Time is of the essence in this Lease Agreement.
20. Upon termination of this lease, NMHVM shall peaceably yield up and surrender the
possession of the premises to CITY or its agents, or to subsequent lessees or grantees.
21. NMHVM waives all claims against the City for compensation for any loss or damage
sustained by reason of any defect, failure, or impairment of the water or sewer
system, leading to or on the premises. In the event the premises or any part thereof
is damaged by fire or if for any other reason, including failure of utilities or any act
of God which, in the judgement of the CITY, renders fulfillment of this Lease
Agreement by the CITY impossible, then at the option of the CITY this Lease shall
terminate, upon reasonable notice to NMHVM.
22. Traffic control and parking on or near the premises under this Lease Agreement shall
be subject to approval of the CITY'S Public Works Department and the Kalispell
Parking Commission,
23. NMHVM shall be responsible for arranging any paying for electrical, heating, water,
sewer, and any other customary utility charges.
24. This Lease Agreement snail and its terms and conditions shall be binding upon and
inure to the benefit of the respective parties their heirs, successors and assigns.
IN WITNESS WHEREOF, the CITY and the NMHVM have caused this Lease Agreement
to be executed the day and year first above written.
ATTEST:
AJ 1 gad
Debbie Gifford
Clerk of Council
ATTEST:
1:1wpVunhvn. wpd
July 29, 1997
Le
CITY OF KALISPELL
Dougla§JD. Rauthe - Mayor
NORTHWEST MONTANA HISTORICAL
VILLAGE AND MUSEUM, INC.
By: emu' ✓t:r ..,: _
Its:
STATE OF MONTANA )
) ss
County of Flathead )
On this /7 914 day of , 1997, before me, a Notary Public in and
for the State of Montana, personally appeared Douglas D. Rauthe and Debbie Gifford, known to me
to be the Mayor and the Clerk of Council of the City of Kalispell, a municipality, that executed the
within instrument, and acknowledged that such Mayor and Clerk of Council subscribed, sealed and
delivered said instrument as the free and voluntary act of said municipality, for the uses and purposes
therein set forth, and that he was duly authorized to execute the same on behalf of said .municipality.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Notarial Seal the day
and yCa r f rst above written.
r
Notary Public, State of Montana
Residing at Kalispell, MT
My Commission Expires: Y/') � Zw
STATE OF MONTANA )
) ss
County of Flathead )
On this day of 1997, before me, a Notary Public in and
for the State of Montana, personally a peared p Z and
known to me to be the and Vile, of the Northwest
Montana Historical Village and Museum, Inc., that executed the within instrument, and
acknowledged that such officers subscribed, sealed and delivered said instrument as the free and
voluntary act of said corporation, for the uses and purposes therein set forth, and that he was duly
authorized to execute the same on behalf of said corporation.
IN WITNESS V TIEREOF, I have hereunto set my hand and axed my Notarial Sea! the day
and year first above written.
1:lwpinmhvn. wpd
July 29, 1997 10
Northwest Montana
History Museum
=r' nwmthistory.org 1406-756-8381
124 Second Ave. East
Kalispell, MT 59901
Mr. Douglas Russell
Kalispell City Manager
Kalispell, Montana 59901
Dear Mr. Russell,
May 22, 2025
Thank you for the opportunity to pursue further discussion with the city about otir interest in acquiring
ownership of the Central School property, at 124 Second Ave. E., in Kalispell. As proud stewards of the
iconic 1894 Central School, we consider the structure and site our flagship exhibit. a precious artifact of
Kalispell's history.
But we also must focus on the future_ Presently, there are many issues with the building that we as a
board are willing to tape on. We will he happy to provide you with a list if requested.
Nonprofits have access to foundations and other preservation -focused funding sources. Tax-deductible,
well-defined capital campaigns attract benefactors. But we are confronted with the reality that we don't
own the facility and our tenure here is not ensured. We often do not meet eligibility criteria. Private
donors are scarce for capital improvements to leased facilities o«ned by go-,emnwrits.
Ownership of the property will help the museum apply for grants to maintain, preserve, and improve the
structure, enable fundraising for a museum -owned permanent asset, and put the nonprofit on a more
stable foundation.
The minutes of the museum's board of directors formal resolution showing unanimous support for this
request, dated May 8, 2025, are attached. Thank you for considering our proposal to accept the property
(assessor no. E038913) from the city. We are grateful for the opportunit% and hope that the City of
Kalispell will be amenable to this transfer of ownership.
Laurie Rapp, President of Board of Directors
A.J. K' g, Boar tuber
Margaret . Davis, ExecutiNe I)irector
Northwest Montana Historical Society, Inc.
Minutes of Board of Directors Meeting
May 8, 2025
Northwest Montana History Museum
124 2nd Ave. East
Kalispell, Montana 59901
MINUTES
Call to Order
The meeting was called to order a, 3:59 PM by Vice President Alex Berry. Board members
in attendance were: Sally Hash, Margaret LeKander, Rod Wallette, Sharon Bristow, Mike
Hayes, Elaine Graber, Scott Wheeler, Bob Brown, Bill Dakin and Jim Atkinson. A.J. King,
Donna Danz, Laurie Happ and Art: Burch were absent. Director Margaret Davis was also
in attendance.
AGENDA
OLD BUSINESS
Approval of Meeting Minutes Approved as presented.
Financial Report as of March 31, 2025 Approved as presented
Director's Report
Director's Report May 6, 2025 (for May 8 board meeting)
Exhibits and Collections
a. Met volunteer Mary Miers early April re supplementing aerial -photo exhibit;
met with Mary. Nancy Hart. Jane Renfrow and Sharon *iris"ow re new lobby
exhibit and bookstore changes
b. Still looking to connect with Missoula rock expert Sara Scott about the Herron
Rock; display stand constructed by Jennifer Li and working on label
2. Fundraising and Grants
a. Slowly filing completion report with Humanities Montana for $4 174 grant for
Nov. 17 book festival and Big Sky Reads grant; luckily all our funding . ompleted
for programs with them
b. Submitted application April 25 for fourth entry into the Great Fish Community
Challenge; submitted required grant completion report for 2024 campaign on April
30
3. Programming
a. Toured around StoryCorps's Latojia Dawkins and Montana Public Radio's
Michael Marsolek for a site visit April 17; FVCC site chosen but we. tried; Michael
offered us two slots, needs to know them by Friday (May 9); met with volunteer
Paul Triantafibs to plan robust participation
b. Completed contracts for events with Linda Robbin, Flathead Demo Women,
Sons of Norway
c. Brought in loaner guitar for performer Jeff Warner on March 18 to test for April
24 gig; tested AV and discussed room layout with him April 22
4. Technology
a. Website and other online sites/calendars updated as needed
b. Gave AV training to Rick Hull on April 21 for Westerners events (backup to
Jacob/Tim C.)
5. Education and Outreach
a. Rustled up Daily Inter Lake coverage for Jeff Warner performance April 24
b. Presented to Kalispell Women's Connection on April 15
c. Arranged April 15 engagement of Daily Inter Lake writer Heidi Desch and
photographer Casey Kreider for confab marking total completion of train layout,
including involved KPS students
d. Completed video -editing course April 23 to May 7 (three evening sessions) at
FVCC
e. Stopped at Ninepipes museum for rack cards April 12 and to meet Jo Cheff
f. Edited Scout Atreyu Oxford's article re Lone Pine project April 16 for newsletter
g. Summer quarterly newsletter went to press and the post office May 5
h. Wrote article April 23 re the museum for Three Rivers Heritage Club newsletter
6. Volunteers and Staff
a. Held volunteer and all staff meeting per usual May 8
b. Ongoing training/consulting with Jennifer Li on membership, deposits, exhibits
etc.
c. Interviewed potential new museum staffer Emma Hawkins by Zoom on April 14
d. Arranging with Atlas Jaques and Elie Eberts-Robocker for added event/desk
coverage
e. Accountant Kim Orr says she will work with us thru 2025 and 2026 but put us on
notice that any new accountant will be more expensive and handle fewer tasks
than she does
f. Ongoing recruitment and training of volunteers
7. Buildings and Grounds
a. Reposted Craigslist ad April 14 for basement rental space, fielding queries,
showed space April 18 and 24
b. Met with Linda Robbin and Bruce Mollberg on April 17 re celebration of life for
Rand Robbin on May 25
c. Carpenter Ally Pike coming in mid -May to install picture rail for north temporary
gallery; Jane Renfrow painted
d. Electro Controls' Darin Price and Josh Gruber continuing work on HVAC
upgrade; deadline for work completion is June 30
e. Called elevator inspector Kevin Thompson, 406-439-4988, to re -up permit April
18 and 28; he and Jason of Kone came April 30 (Evan will be Jason's successor);
paid license fee May 5
Respectfully submitted to the board by email 5/6/25 by Margaret E. Davis
NEW BUSINESS
Long range facility task force (AJK, JSW, AB (x2)), review draft proposal (JSW)
Scott reported that AJ had met with Doug Russell about the possibility of the museum
board acquiring the building and was met with a modicum of interest. Scott felt that a
resolution by the board to pursue such an action would show the city that we are
serious about pursuing such an action. Jim moved and Michael seconded that the
board proceed with the pursuit of acquiring the museum property from the City.
Motion passed unanimously.
June board meeting —can change? (MD has conflict)
Margaret had a conflict with the next board meeting and asked if we could hold the
meeting at another date. The board agreed to hold the nex+ board meeting June 11 at
4:00 PM.
Investment committee (ML)
Margaret reported that our investments are down 7% although we did get dividends of
$315.11. Jean Luckey suggested and Margaret recommended that we sit tight and
make no changes at this time. The ooaro concurred.
Depot model update (BD)
Bill reported that the mall directors don't look like they are ps inter -steel in the depot
model as Judy Cross is, however, Sam Nunnley from the Fairgrounds is interested in it.
We will pursue that exchange.
July 4 parade entry (EG)
Elaine re[orted that Doug Rauthe has agreed to drive his 1949 Cadillac in the 4th of July
Parade with a museum banner on it. Elaine is contacting the parade sponsors to see
what regulations are needed to enter. Other ideas were to have young people carry
signs. Jim may ride his scooter also. It was suggested we contact Dale Duff, who has a
1927 Cadillac to represent the museum in the parade
Movie night license
Margaret mentioned that a regulatory organization had approached her stating that we
needed a license to show movies. The board discussed itF- options.
Feedback on charging adult on school tours
There has been an issue about the number of parents that also attend the school tours.
There is a need to have chaperones for the tours so the board agreed upon a policy to
allow two chaperones for free but require that all other adults must pay for the tour.
Saturdays?
We would like to have the museum open Saturdays during the summer but we will need
to fill 28 time slots in orde, to do so. Several board members volunteered to take some
of the slots. It was also suggested that we have some of the paid staff fill slots.
Other business.
Alex had a conversation with Colleen Unterreiner who stated that the nPw executive
director of the Glacier Symphony is interested in locating same smaller venues to
perform in. The museum may be a prime venue for them
Meeting was adjourned at 5:14 PM. Next meeting: Wednesday, June 11, 2025 4:00 PM
CITY OF City of Kalispell
KTALISPELL Post Office Box 1997 -Kalispell, Montana 59903-1997
elephone (406) 758-7700 Fax - (406) 758-7758
MEMORANDUM
To: Honorable Mayor Johnson and City Council
From: Doug Russell, City Manager
Re: Kidsports Complex Naming Request
Meeting Date: July 28, 2025
BACKGROUND: At the July 7, 2025, meeting, Council heard a request from Roy Beekman to
consider renaming the "Kidsports Youth Athletic Complex" to the "Dan Johns Kidsports
Complex" in recognition of the efforts of Dan Johns in the development of the facility which
dates back to 1997.
Attached is the original lease agreement for the complex, identifying the initial investment by the
City of Kalispell. The agreement also identifies that this initial investment would not be
sufficient for the development and that the Kidsports organization, led by Dan Johns, would be
primarily responsible for the remainder of the development through various activities, including
donations, coordination with user groups, etc.
The current Memorandum of Understating is also attached, identifying the relationship between
the City of Kalispell and Kidsports, including the roles for each party.
At the meeting on July 28, it is recommended that Council discuss the request with
representative from Kidsports and provide direction related to the request.
ATTACHMENTS:
1997 Lease Agreement
2014 Memorandum of Understanding
AGREEMENT
AGREEMENT entered into this I day of r tr , 1997, between the
City of Kalispell, Montana, and Kidsports, a Montana not -for -profit corporation.
Recitals
1. Kalispell is party to a lease agreement with the Montana Department of State Lands,
Lease No. 3053189, dated July 17, 1997 (hereafter "Lease"). A copy of said lease is attached to
this Agreement as Exhibit A.
2. Pursuant to said lease, Kalispell has leased approximately 138 acres located
immediately north of its city limits for a period of 40 years. The property will be developed as a
youth athletic complex, and may include additional recreational improvements.
3. Kidsports was formed to represent the combined interests of user groups of the athletic
field complex in the planning, development, financing, operation and maintenance of the
improvements.
NOW THEREFORE, the parties agree as follows:
1. Purpose. The purpose of this Agreement is to define the public -private partnership
between Kalispell and Kidsports regarding the planning, development, financing, operation and
maintenance of the real property described in Exhibit A as a youth athletic complex. Both parties
are committed to the development of youth athletic facilities that will provide opportunities for
youth to develop through wholesome physical activity. In an effort to accomplish these
objectives, the parties agree to work toward this common goal in a manner that permits quality
development while recognizing the financial responsibilities of each.
2. Term. This Agreement shall be effective the day and year first above written, and shall
continue through the duration of the Lease attached as Exhibit A, unless sooner terminated.
3. Funding. Kalispell will provide One Million Dollars ($1,000,000.00) toward the
planning and development of the athletic complex. These funds will come from the sale proceeds
of property commonly known as the Haven baseball fields and Daley softball and baseball fields.
The Haven fields are sold and the transaction closed on July 15, 1997, and a portion of the Daley
fields are proposed to be sold for a Rosauers grocery. Priority on use of these funds shall be to
replace athletic fields displaced as a result of the sale of Haven and/or Daley fields.
The parties agree it is their intention that proceeds from sale of the Haven and Daley
fields will first be committed toward the complex, rather than an alternative use(s), until the City's
total commitment has been acquired, and that funds will first be spent on the development
described in the Summary Design Review, dated January, 1997. Kalispell and Kidsports may
agree in writing to alter this planning and development requirement. Funds spent by Kalispell on
Four Mile Drive or its intersection with U. S. Highway 93 North will not come from the funds
dedicated by it towards the complex, but shall be in addition to the $1 million commitment (the
Summary Design Review states that upon annexation of the leased property gas tax revenues are
intended to finance these road improvements).
4. Lease Payments. While the Lease pertains to a total of 138 acres, annual lease
payments are based upon the actual number of acres dedicated for complex use. Presently,
approximately 80 acres are committed to development and the lease payment is calculated based
on those acres. Upon acceptance of construction bids by the Kalispell City Council (the annual
lease payment for that year will be prorated as of the date of acceptance) and continuing through
February 28, 2017, Kidsports will pay to Kalispell the annual lease payment required by Exhibit A
for the acreage presently set aside for complex development, and Kidsports will also pay lease
payments during said term for additional property that is developed for use by a group(s) under
contract with it for user fees, etc. Each annual lease payment shall be paid by Kidsports to
Kalispell on or before the first day of March, with the first payment due within 90 days of
Kalispell's acceptance of construction bids. Kidsports' obligation to make lease payments is
contingent on Kalispell doing the following: (1) using its best efforts to accomplish sale of the
fields as described in paragraph 3; (2) completing construction and other documents related to
development of the athletic field complex pursuant to the agreement entered into between
Kalispell and the design/engineering team headed by Carver Engineering; (3) in the event use of
all or any of the Daley softball, baseball and/or soccer fields is discontinued prior to completing
replacement fields at the complex, Kalispell will provide suitable (e.g. regulation size, good
playing surfaces, fences, dugouts, backstops, etc.) interim replacement fields (the cost of
providing replacement fields will not reduce the City's $1 million commitment to planning and
development of the complex); (4) not delaying development of any portion of the youth athletic
field complex, either through action or inaction; and (5) not breaching this Agreement.
Notwithstanding the foregoing, in the event the entire $1 million is not available for development
of the complex or, if available, has not been spent or contracted to be spent, by December 31,
1998, Kidsports annual lease payment obligation shall be reduced to the same percentage of the
total annual lease payment as spent and contracted funds are to the $1 million.
Beginning with the annual payment due on March 1, 2017, Kidsports' contribution toward
the annual lease payment shall be adjusted as follows: Kidsports will pay that percentage of
Kalispell's annual lease payment that is the same as the percentage of real property dedicated to
the user groups under agreement with Kidsports is to the total acreage under lease. For example,
if the Kidsports' groups use 70 acres, Kidsports annual payment will be 70/138 of the total annual
obligation. The area considered dedicated to the user groups will include those areas developed
for their exclusive use (e.g. playing fields, concession, parking areas, etc.). Initially, those users
under agreement with Kidsports include the Greater Kalispell Youth Soccer Association, Kalispell
Babe Ruth League, Kalispell Pee Wee Baseball League, and Kalispell Youth Softball Association.
5. User fees. Kidsports may establish fees to be paid to it by users (e.g. associations,
tournament participants, individuals, etc.), visitors (e.g. admission fees to events, etc.), advertisers
(sponsors, fence ads, etc.), or others using or frequenting the complex. Funds raised by Kidsports
pursuant to this paragraph may be used toward lease payments and other purposes as Kidsports
may determine. The parties recognize that Kidsports and the user groups may engage in fund
raising activities (e.g. those just mentioned, plus concession stand sales, etc.), and neither the fund
raising activities and the subsequent use of those funds are subject to this Agreement.
Kalispell may charge fees to persons or groups not charged fees by Kidsports. City of
Kalispell fees on persons or groups charged fees by Kidsports will be implemented only by the
joint concurrence of Kalispell and Kidsports. It is anticipated that these fees will be utilized only
for maintenance or improvement of the complex, and will not be eligible for recreation programs
or any other facilities under the jurisdiction of Kalispell's Parks and Recreation Department. If a
user, or prospective user disagrees with fees established by Kalispell or Kidsports, representatives
of Kalispell and Kidsports will confer and agree upon an appropriate fee. Nonpayment of a user
fee may be grounds for denial of use of the complex.
6. Development Responsibilities The parties recognize that the initial funding furnished
by Kalispell will not be sufficient to complete development of the youth athletic complex, and that
Kidsports will be responsible for portions of the development. Throughout the term of this
Agreement, Kalispell and Kidsports will meet for the purpose of deciding each party's
development responsibilities. An addendum will be appended to this Agreement which sets forth
Kalispell's planning and development activities from its initial funding. Kidsports agrees that its
development activities will be consistent with the construction documents and it will maintain
liability insurance covering its construction activities which names Kalispell as a covered party.
User groups will also maintain liability insurance for their athletic activities which also names
Kalispell as a covered party. Coverage amounts will not be less than $1 million or more than $1.5
million per occurrence unless the parties agree otherwise. Businesses performing development
activities at the complex at the request of Kidsports must also maintain general liability insurance
coverage consistent with Kalispell's normal requirements, as well as workers compensation
coverage on its employees consistent with State law. At a minimum, representatives of Kalispell
and Kidsports will meet at least once annually for the purpose of conferring about the complex
and this Agreement.
7. Maintenance and Repair Responsibilities. Improvements at the complex are to be
maintained in new condition, less reasonable wear and tear. It is the intent of the parties that the
improvements not deteriorate through misuse or lack of attention, maintenance, or repair.
The following maintenance and repair activities are the responsibility of Kidsports, or third
parties to whom they may be assigned:
a. electric and telephone utilities (including usage charges)
b. concessions stands and restrooms (including metered water fees - irrigation
water will not be metered)
c. game preparation of playing fields
d. fan seating
e. temporary fencing
f. maintaining clean grounds
Other responsibilities may be undertaken by Kidsports as it and Kalispell may agree.
Kalispell is responsible for the following maintenance and repair activities:
a. athletic fields, including turf
b. roads and parking areas
c. sewer, potable and irrigation water distribution systems, well (including casing,
pump and panel)
d. ground cover (non -turf)
e. permanent fencing
f. trash collection
g. winterizing water systems
Other responsibilities may be undertaken by Kalispell as it and Kidsports may agree.
8. Modification. This Agreement may be modified by the parties by a written document
signed by authorized representatives of both Kalispell and Kidsports.
9. Mediation; Termination. In the event either party fails to perform its obligations
under this Agreement, the other party may give written notification of the default in writing. The
parties shall meet and confer with the intent of resolving the default, but in the event the default is
not cured, or reasonable efforts are not underway to correct the default (in the opinion of either
party), the dispute shall be submitted to mediation. In the event the parties are not able to agree
upon a mediator, a mediator shall be appointed pursuant to the rules and regulations of the
American Arbitration Association. The expenses of the mediator shall be shared equally by the
parties. The parties may mutually agree to terminate this Agreement in writing at any time.
10. Lease Termination. Upon termination of the Lease (Exhibit A or its successor), any
compensation paid by the Lessor will be pro rated between Kalispell and Kidsports based' on the
value of each party's construction improvements at the complex. During the term of this
Agreement, Kalispell and Kidsports will maintain, and provide a copy to the other party, its list of
construction improvements which includes the actual cost or fair market value thereof at time of
construction. The Lessor's payment will be prorated based on the aforementioned lists.
11. Miscellaneous.
a. The policies and activities of users under Agreement with Kidsports are the
responsibility of the various individual user groups, and not Kalispell or Kidsports, provided that
Kidsports' agreements with user groups will include language requiring the groups' policies to
comply with applicable laws.
b. The scheduling of activities at the complex will be the responsibility of the
individual user groups. Kalispell may schedule activities at the complex which do not conflict
with the affected user group's scheduled activity, provided that Kalispell will first check with the
user group before scheduling its activity. Kalispell will not schedule any activity which is not
compatible with the improvements or which may damage or degrade the complex.
c. Kidsports, and the user groups, may place informational and advertising signs at
the complex, provided that all signs must be maintained in good physical condition and approved
by the Kalispell's Parks Director as to appearance and location prior to installation. The parties
recognize that advertising signs at athletic facilities are sources of revenue for the user groups,
and that it is their intent to permit tasteful advertising signs throughout the term of this agreement.
d. Improvements affixed to the real property may not be removed without
Kalispell's approval.
e. Greater Kalispell Youth Soccer Association, Kalispell Babe Ruth League,
Kalispell Pee Wee Baseball and Kalispell Youth Softball Association, including their successors
and assigns, are recognized by the parties as third party beneficiaries to the terms and provisions
of this Agreement, including any amendments thereto.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year
first above written.
City of Kalispell, Montana
Clarence Krepps, Cit Manager
Attest:
&gjr C q .q Ac--
City Clerk ULV
Kidsports, Inc.
t L(�L -
Daniel D. Johns, sid nt
Attest:
?4�r�J----'--
Secretary
between
CITY OF KALISPELL
A Montana Municipal Corporation
and
IDSP®TS
A Montana Charitable Corporation without Members
1. Purpose and Scope
The purpose of this Memorandum of Understanding [MOU] is 1) to describe the
relationship between the City of Kalispell [the City] and Kidsports subsequent to the City
acquiring a permanent easement from the State of Montana Department of Natural
Resources and Conservation [DNRC] for a major portion of the real property leased by
the City and developed by Kidsports as a youth sports complex [Complex]; 2) address
future development of facilities at the Complex, including sports fields, parking,
transportation and other accessory uses and amenities; 3) address financial
responsibilities of the parties with respect to the development and maintenance of the
Complex; and 4) maintain the positive, constructive working relationship between the
City and Kidsports.
2. Recital of Facts
A. The City entered into a special lease of state lands under MT State Agreement No.
3053189 on May 9, 1997 for the term of 40 years. The lease included approximately
138 acres located in the City of Kalispell in the SE1/4 of Section 36; an area bounded
by Four Mile Drive (south), Highway 93 (east), and Reserve Loop (north). The sole
purpose of the lease was to develop a youth athletic complex on the property.
B. The City and Kidsports entered into an Agreement on December 19, 1997 for the
same term as the above described lease that defined "the public -private partnership
between Kalispell and Kidsports regarding the planning, development, financing,
operation and maintenance" of the above -described property.
C. The City and Kidsports successfully negotiated with DNRC for the City to exchange
a portion of the leasehold interest in the above -described property for a permanent
easement that preserves existence of the Complex in perpetuity. The City and DNRC
will execute a Second Supplemental Lease Agreement addressing that portion of the
leased premises not converted to a permanent easement. The Grant of Easement No.
D-14505, dated March 18, 2013, was received by the City and is attached hereto as
Page 1 of 9
Exhibit "A." Among other things, it delineates the revised footprint for the Complex.
The Second Supplemental, Lease Agreement, when signed, will be attached to this
MOU as Exhibit "B."
The Initial Term of this MOU is 20 years commencing upon the execution by both
parties. The parties agree to meet and discuss additions, corrections and modifications to
this MOU at the request of either party. In addition, on each fifth anniversary date from
the effective date of the MOU, Section 10 shall be reviewed and the parties may agree to
change the contribution paid by Kidsports to the City to assist with maintenance costs at
the Complex.
This agreement may be extended for additional periods of five years each upon such
terms as the parties agree. Should either party desire not to extend the agreement written
notice shall be provided to the other party not fewer than ONE HUNDRED TWENTY
(120) days prior to expiration of this MOU, detailing the reasons behind the decision not
to extend the agreement. The other party shall have the opportunity to respond and the
parties agree to engage in good faith discussions regarding the concerns of the non -
renewing party and agreeing on a successor agreement.
Should the City elect not to extend this agreement or the permanent easement extinguish
as the result of action or inaction by the City, the City shall pay Kidsports and each
member of the User Group the appraised value of permanent improvements it or they
made to the Complex, so long as the User Group(s) no longer has access to these
improvements upon terms substantially similar to those set forth in the MOU due to
action by the City. The City and Kidsports or the User Group shall each hire, at their
own expense, an appraiser to determine the fair market value of the improvements. If the
two (2) appraisals do not differ by more than three (3%), the fair market value of the
improvements at the then existing usage shall be the average of the two (2) appraisals. If
there is a difference of more than three percent (3%) between the two (2) appraisals, the
first two (2) appraisers shall select a third appraiser, who shall appraise the fair market
value of the improvements at the then existing usage. The parties shall equally share the
expense of the third appraiser. The average of the three (3) appraisals shall determine the
fair market value of the improvements at the then existing usage. The City shall pay the
fair market value of the improvements at the then existing usage to Kidsports or the User
Group within sixty (60) days of the date of determination of the fair market value as set
forth above.
The City may deduct from the appraised value of any improvement it is reimbursing
Kidsports for the amount of money it paid or contributed directly toward construction or
installation of the improvement (i.e. does not include money spent by the City
maintaining the improvement).
4. Master Plan of Complex
Page 2 of 9
The parties agree that master plans of the Complex have evolved since 1997, and they
will continue to evolve. The parties agree that the current master plan will be amended to
reflect the revised footprint of the Complex, and that it will be further amended as
additional phases are planned and developed. After development at the Complex is
completed, a final master plan will be prepared that will include all athletic fields and
associated infrastructure (e.g. fencing, irrigation, storm water conveyance, sanitary sewer,
electric, telephone and gas utilities, concession and storage facilities, restrooms and
seating, etc.), roadways, both inside the Complex and in the immediate vicinity and
leading to the Complex, and parking. Representatives of the parties shall meet
periodically to discuss and agree upon future modifications to the master plan, which
shall be subject to the review and approval by the governing bodies of the parties. The
parties acknowledge that past master plans have been prepared by a third party and they
further agree that a third party planner approved by both parties may be used to assist
with future master planning.
5, City's Responsibilities
The City shall be responsible for the following:
a) Maintaining and repairing:
i. All athletic fields, including turf
ii. All landscaping
iii. All access roads, internal roads and parking areas
iv. Sewer, potable and irrigation water distribution systems
V. All non -turf ground cover
vi. All permanent fencing
vii. Trash collection
viii. Winterizing all water systems
ix. Game preparation of all fields
b) The parties agree that the improvements at the Complex are presently
in optimal condition, and it is the intent of the parties that the present
quality of the Complex be maintained and not deteriorate as the result
of misuse, or the lack of attention, maintenance or repair. Both parties
agree that the responsibilities outlined in this agreement are intended
to prevent the deterioration of the facility through normal wear and to
maintain the facility and its improvements as a top-quality complex
that provides recreational opportunities for the community's youth and
also serves as an attraction and destination for regional and state
competitions.
In performing its responsibilities as described above, the City has and
will continue in the future to: (1) mow grass areas as needed, usually 1
or 2 times per week during the grass growing seasons; (2) string trim
grass areas that are not mowed on the same schedule as mowing: (3)
Page 3 of 9
fertilize grass as needed, usually 2 or 3 times annually: (4) aerate grass
areas as needed, usually 1 or 2 times annually; (5) thatch grass areas as
needed, usually once a year; (6) apply pesticides to grass areas as
needed, usually once every three years; (7) maintain (e.g. water, feed,
mulch, prune, etc.) tress and perennial plantings; (8) maintain and
repair access and internal roads, and parking areas; (9) garbage pick-
up; (10) summarize and winterize the irrigation systems and pumps,
concession stands and bathrooms; and (11) paint field boundary lines
on grass playing surfaces.
c) The City shall comply with the terms of the permanent easement
appended hereto as Exhibit A, and Second Supplemental Lease
appended as Exhibit B.
6e Kidsports' Responsibilities
Kidsports shall be responsible for the following:
a) Kidsports shall be the developer of the Complex and shall be responsible
for the placement and construction of the improvements in accordance
with the master plan.
b) Kidsports will maintain liability insurance coverage during construction
activities, which shall name the City as an additional insured party.
c) Kidsports shall advise each User Group that the City requires that they
maintain liability insurance for their athletic activities which also names
the City as an additional named insured.
d) Coverage amounts for the liability insurance policies obtained by
Kidsports and each User pursuant to this paragraph 6 will not be less than
$750,000 per occurrence or less than $1.5 million aggregate and shall be
written on a "primary —noncontributory basis." Subject to availability,
each coverage shall be obtained from an insurance company that is duly
licensed and authorized to transact insurance business and write insurance
within the state of Montana, with a minimum of "A.M. Best Rating" of A-
, VI. The purpose of this coverage is to protect the City, its officers,
employees, agents, and representatives from claims for bodily injury
and/or property damage which may arise from construction activities or
conduct of program activities by the Users. Proof of insurance coverage
shall be submitted annually to the City's Parks and Recreation Director.
e) Kidsports shall have primary responsibility for:
i. Development of improvements at Complex consistent with master
plan, as amended,
ii. Purchase of all playground equipment
Page 4 of 9
iii. Cost of delivering all electric and telephone utilities inside
Complex
iv. Maintaining all concession stands and restrooms (not including
winterizing or summarizing)
V. All metered water charges (not including irrigation) for concession
stands/restrooms
vi. All temporary fencing
vii. Maintaining clean ground
viii. Replace netting (e.g backstops, goals, etc.), benches and
grandstands
ix. Replacing the artificial surface at the Miracle Field
f) It is the intent of the parties that the improvements not deteriorate through
misuse, or lack of attention, maintenance, or repair. The parties agree that
the improvements at the Complex are presently in optimal condition, and
it is the intent of the parties that the present quality of the Complex be
maintained and not deteriorate as the result of misuse, or the lack of
attention, maintenance or repair. Both parties agree that the
responsibilities outlined in this agreement are intended to prevent the
deterioration of the facility and its improvements through normal wear and
to maintain the facility as a top-quality complex that provides recreational
opportunities for the community's youth and also serves as an attraction
and destination for regional and state competitions.
g) Kidsports may assign or contract one or more of the above responsibilities
in subparagraph 6(e) above to third parties (e.g. User Group, etc.).
h) Kidsports shall comply with the terms of the permanent easement
appended hereto as Exhibit A, and Second Supplemental Lease
appended as Exhibit B.
i) Kidsports shall submit to the City the Public Copy of the 990 annual
financial report.
7. Funding
The City paid to acquire the permanent easement described in paragraph 2 above.
Following execution of this MOU, Kidsports agrees to maintain and/or undertake capital
campaigns to raise an amount of money that will be equal to or greater than the amount
paid by the City to DNRC for the permanent easement.
Funds received by Kidsports in consideration for releasing acreage from the lease,
described in paragraph 2(c), shall be used for improvements to the Complex consistent
with the master plan, as amended, and will be applied towards its capital campaign
requirements as described in the preceding paragraph.
Page 5 of 9
It is further agreed that Kidsports will undertake additional fund-raising activities for the
purpose of developing the Complex consistent with future master plans.
8. User Fees.
Kidsports has agreements with providers of youth athletic programs at the Complex.
Those providers are referred to throughout this MOU as User Group and User(s). When
User Groups begin using the complex more than three times in a one month period, ,
additional agreements will be generated between the providers and Kidsports. The
agreements between Kidsports and the User Group define their relationship and, among
other things, describe fees to be paid to Kidsports by the User Group. Kidsports will
advise the City of its success or failure to obtain agreement with new or existing User(s),
which may result in denying use of the Complex to the User(s) with whom agreement has
not been reached.
Kidsports and/or the User Group may charge fees to visitors to the Complex (e.g,
admission fees to events, etc.), advertisers (sponsors, fence ads, etc.), and others using or
frequenting the Complex (e.g. associations, tournament participants, individuals etc.).
Funds raised by Kidsports and/or the User Group may be used to further their purposes.
The parties recognize that Kidsports and the User Group engage in fund raising activities
(e.g. those just mentioned, plus registration fees, concession stand sales, tournament entry
fees, etc.) to conduct their activities, and neither the fund raising activities of Kidsports or
the User Group, nor the subsequent use of those funds, are subject to this MOU.
The City may charge fees to persons or groups not charged fees by Kidsports or the User
Groups. The City will only charge fees to persons or groups charged fees by Kidsports or
the User Group if mutually agreed to in advance by the City and Kidsports. It is
anticipated that fees charged by the City will be utilized for maintenance or
improvements at the Complex, and will not be eligible for recreation programs or any
other facilities under the jurisdiction of the City, including its Parks and Recreation
Department. If a user or prospective user disagrees with fees established by the City or
Kidsports, representatives of the City and Kidsports will confer and agree upon an
appropriate fee.
Nonpayment of a user fee that is assessed consistent with this paragraph may be grounds
for denying use of the Complex.
9. Activities
Kidsports and the User Group have priority for scheduling activities at the Complex.
The City may schedule activities at the Complex that do not conflict with activities
scheduled by Kidsports or the User Group, and the City shall ensure that no conflict
exists before scheduling activities at the Complex. No party shall schedule activities that
threaten to damage or compromise the Complex.
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Kidsports and the User Group shall solely be responsible for establishing and maintaining
rules and regulations concerning the activities they conduct at the Complex, provided
those activities shall comply with applicable park rules and regulations, laws and
ordinances.
10. Maintenance Fees
Kidsports shall submit an annual amount, as identified in Exhibit C of this agreement to
the City of Kalispell by June 30th each year to offset a portion of the maintenance costs
identified in Section 5.
Kidsports and the City agree to meet during the annual budgeting process of the City to
assess maintenance activities for the upcoming year and to identify potential activities
that may require attention.
During the term of this agreement, Kidsports shall not reduce the rates charged to User
Groups without receiving the prior written consent of the City. Kidsports may, however,
during this term, increase the rates charged to User Groups without receiving consent of
the City.
If, pursuant to section 3 above, the City elects not to extend this MOU, it shall not
increase rates charged to user groups more than 5% annually unless by agreement with
the user groups.
11. Lease Payment
Kidsports shall reimburse the City in the event the City becomes obligated to pay any
lease payment for property not currently part of the permanent easement, but is part of the
property under use of Kidsports. Reimbursement to the City by Kidsports for a lease
payment shall be credited against the maintenance fee set forth in paragraph 10 above.
12. Independent Contractor
The parties agree and acknowledge that the City and Kidsports are independent entities.
In the performance of this MOU and the completion of its development responsibilities
hereunder, Kidsports shall render services as an independent contractor and not as the
agent, representative, subcontractor, or employee of the City. The parties further agree
that all individuals and companies retained by Kidsports will not be the agents,
representatives, subcontractors, or employees of the City. In turn, the City shall solely be
responsible for meeting legal obligations with respect to its employees, contractors,
agents and representatives.
13. 'Third -Party Beneficiaries
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10
nu
The parties acknowledge that Kidsports, in addition to primarily being responsible for
development of the Complex, may conduct limited athletic activities (e.g. Miracle
League, etc.). The youth sports programs presently occurring at the Complex are
conducted by Kalispell Pee Wee Baseball League, Inc., Kalispell Babe Ruth League, Inc.,
Kalispell Youth Softball Association, Flathead Soccer Club, Flathead Little Guy
Football, and Kalispell School District 5, or their successors (individually and
collectively called the "User(s)" and "User Group"). Kidsports also functions as a liaison
between the User Group and City. Kidsports will give written notification to the City of
changes or additions to the User Group.
The parties agree that the Users are third -party beneficiaries of this MOU, and they may
rely upon and enforce this MOU.
Modification and Termination
a) In the event either party fails to perform its obligations under this MOU, the
non -defaulting party may give written notification of the default to the other
party. The parties shall meet and confer with the intent of resolving the
default, but in the event the default is not cured, or reasonable efforts are not
underway to correct the default (in the opinion of either party), the dispute
shall be submitted to mediation. In the event the parties are not able to agree
upon a mediator, a mediator shall be appointed pursuant to the rules of the
American Arbitration Association. The expenses of the mediator shall be
shared equally by the parties.
b) Any and all amendments must be made in writing and must be agreed to and
executed by the parties before becoming effective.
c) This MOU may be terminated in writing by the parties at any time.
Effective Date and Signature
This MOU shall be effective upon the signature of the City and Kidsports authorized
officials, and shall remain in effect until terminated as provided herein. The City and
Kidsports indicate agreement with this MOU by their signatures.
Signatures and dates
Authorized Signtffi_ire_))f the City
ff,V6g' Ru§,s`&II, City Manager
Date
Authorized Signature of Kidsports
Date
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N'Nffrtft—�
Formula for Calculating Annual Maintenance Payments due June 30 of each year.
1. In determining Kidsports annual contribution to maintaining the Complex, the base
amount shall be considered to be 50% of gross receipts that Kidsports receives from user
fees during each calendar year. This remittance, however, will be reduced based upon
the capital investment of Kidsports and Users into the Complex during the prior calendar
year:
Amount of Capital Investment by
Kidsports
Maintenance fee remittance for the
following year
$o to $99,999
50% of gross receipts from user fees
$100,000 to $299,999
35% of gross receipts from user fees
$300,000 and above
20% of gross receipts from user fees
The annual maintenance fee payment set forth above will be reduced by the amount of
any lease payment paid by Kidsports to the City as reimbursement for payments made
to the State of Montana by the City.
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