1. Kidsports Memorandum of UnderstandingY •. e
City of Kalispell
OFFICE OF THE CITY MANAGER
TO: Mayor Fisher and Kalispell Ci uncil
FROM: Doug Russell, City Manager
MEETING DATE: January 14, 2013
SUBJECT: Kidsports MOU
In December of 2012, the City Council authorized the acquisition of a permanent easement for
the Kidsports property from the State of Montana. That decision included the understanding that
the City of Kalispell and Kidsports would enter into a new Memorandum of Understanding for
the use and maintenance of the facility.
During discussions, Kidsports identified their responsibility in the agreement as including the
build -out of the complex, with 4 Mile Drive being the high priority. Additionally, questions
emerged related to the lease payment ($44,000) for the annual obligation to the State of
Montana. Now that this obligation is no longer present, does that money go to Kidsports or to
the City of Kalispell? If it goes to the City of Kalispell, would it begin immediately, or after any
respective capital campaign?
Kidsports has offered to contribute $20,000 on an annual basis beginning in the current fiscal
year. This would immediately help offset maintenance costs, yet still provide Kidsports the
incentive to continue with the management of the facility and to make upgrades on an annual
basis, even after any respective capital campaign would end.
This proposal is written into the attached draft Memorandum of Understanding.
The recommendation for the work session is to review the Memorandum of Understanding for
respective changes. It is anticipated that if the MOU is acceptable, it will be presented at a future
meeting as an action item.
www.kalispell.com
1.
2.
Memorandum of Understanding
between
CITY OF KALISPELL
A Montana Municipal Corporation
and
KIDSPORTS
A Montana Charitable Corporation ut Members
Purpose and Scope
The purpose of this Memorandum of
easement from the State of Montana
[DNRC] for real property cuAl
managed by Kidsports as a y
master plan for the completio,
fields, parking, transportation
program in whit £City and
partnership to �� _ e
maintain the, ive. co <> c
Recital of Facts
189 on k 9, 1
located im& C
Mile Drive,
is
leased
ing [MOU] is 1)ocure a permanent
Of al Resourc `_ d Conservation
:. *Kalispell [the ) and
mplex]; and 2) to further develop a
rrt g the Complex, including sports
3)`" tablish a financing/donation
in anictive public/private
impWn o�� laif&veloped by the parties, and
ve w nations tween the City and Kidsports.
.,
ialat lands under MT State Agreement No.
the te40 years and for the purpose of leasing 138
lispell in the SE1/4 of Section 36, an area bounded by
d West Reserve Drive. The sole purpose of the lease
B. The City`.4° ., ed in Agreement with Kidsports on December 19, 1997 for the
same term V 4 described lease and for purpose of defining "the public -
private panne "etween Kalispell and Kidsports regarding the planning,
development, financing, operation and maintenance" of the above -described property.
C. The City and Kidsports have negotiated with DNRC for the City to exchange a
portion of its lease rights in the above described property for a permanent easement
that will preserve the 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 easement agreement is
attached hereto as Exhibit "A" and delineates the footprint for the athletic complex,
subject to the additional provisions of the Second Supplemental Lease Agreement.
Page 1 of 6
3.
4.
5.
MOU Term
The term of this MOU is FORTY (40) years commencing upon the execution by both
parties.. At the request of either party not fewer than 120 days prior to expiration of this
MOU, both parties agree to engage in good faith discussions relative to a successor
agreement.
Master Plan of Complex
The parties agree that prior master plans of the Com
V
developed in stages. The parties agree that the mT. 2 W
altered footprint of the facility, and that it will �r
are planned and developed. The final maste > " aha11
fields with all associated infrastructure, ing, irriga
sanitary sewer, electric, telephone and ." ilities, cone;
restrooms and seating. It shall also ink . k., transportation
roadways (including 4 Mile Drive), requ ' p
the facility as well as directly ading to the
reasonable timeline for acco Ong the vario
;
g , .:.
Representatives of the parties Ye t,to draft
which shall be considered and ova.. ,,the €
�f
What goes into the master plan (past, Tans
been relegated ' ' Pion docd is
(Sitescape Ates haIft
e all pail A"
about landsca� and othmenities .
olved as the Complex
will be amended to reflect the
fended as additional phases
de full build out of athletic
.torm water conveyance,
ioI storage facilities,
ifras = e, i.e. parking and
1Y serve the g ity, both inside
u ft
parties shallupon a
es of the master .
modifications to master plan
bodies of each party.(NOTE:
i w detail mentioned, that has
ssi planner be utilized
Woo, how is planner paid? What
ies during the duration of the MOU term:
a) The C as ow00
f the permanent easement, shall pay the purchase
price fo easemdfd.
City ll undertake to maintain and repair:
"€ athletic fields, including turf
c'`"'Access and internal roads and parking areas
d. Sewer, potable and irrigation water distribution systems
e. All other ground cover (non -turf)
f. Permanent fencing
g. Trash collection
h. Winterizing water systems
i. Game preparation of fields
(1997 Agreement, Section 7)
Page 2 of 6
6.
c) The City shall maintain improvements at the Complex in new condition,
reasonable wear and tear excepted. It is the intent of the parties that the
improvements not deteriorate through misuse, or lack of attention,
maintenance, or repair. (1997 Agreement, Section 7)
d) The City shall comply with the terms of the permanent easement appended
hereto as Exhibit A.
Kidsports Responsibilities
Kidsports shall undertake the following activities dup e duration of the MOU term:
a) Kidsports shall be the developer.plex and shall be responsible
for the placement and co
of the fovements in accordance
with the agreed upon mash
g p 6•H..
b) Kidsports agrees that de ment of the Comple 11 be consistent with
MI
the master plan and that it" namtauability cov during
RI
construction a vibes which City as an ad final named
0,-
insured. Kidd shall advise ��roups that this MOyrequires that
they maintain urance fog r athletic activities which also
names the City am al named fired. Coverage amounts for the
policies obtained v - idsp the U roups will not be less than
f ,
er occurr`or 1 1 5 'bn aggregate and shall be
t ten o :F rimary ibu ;y sis." Each coverage shall be
coed fr '` insur mpany tha is duly licensed and authorized
S 1.: • 3
to'$ sact i, rance busi and write insurance within the state of
u„ Moialnum A.M. Best Rating" of A-, VI, as will
otectY ity an 'Y ce .employees, agents, and representatives
t,
claim bodily i and/or property damage which may arise
fro erati d completed operations under this MOU. (Subject to
User ;.'labilit
have primary responsibility for:
is and telephone utilities
intenance of concession stands and restrooms
c: Metered water charges (not including irrigation)
d. Temporary fencing
e. Maintaining clean grounds
(1997 Agreement, Section 7)
d) Kidsports may assign (e.g. Users, etc.) or contract out to third parties any
of the responsibilities in subparagraph c) above.
e) Kidsports shall comply with the terms of the permanent easement
appended hereto as Exhibit A.
Page 3 of 6
7.
S.
a
Funding
The City shall provide the funding to acquire the permanent easement. Kidsports shall
maintain one or more capital campaigns in an effort to complete the build out of the
Complex. Following execution of this MOU and obtaining the permanent easement,
Kidsports agrees to undertake a capital campaign whose goal is to raise an amount of
money that will be greater than or equal to the amount paid by the City for the permanent
easement.
User Fees.
;�fi
Kidsports may establish fees to be paid to it by rV ,"> a tors (e.g. admission fees to
events, etc.), advertisers (sponsors, fence ad er , or oth using or frequenting the
Complex (e.g. associations, tournament ants, indivi" + etc.). Funds raised by
Kidsports pursuant to this paragraph used toward de ve anent and/or
maintenance costs associated with Kid` ' s. The parties reco .; at Kidsports and
the User Groups may engage in fund rail ctivitie§j g-those jus ntioned, plus
�r
registration fees, concession stpd sales, to e y fees, etc.), a either the fund
y f, h .M.'+. \
raising activities nor the subuse of those s are subject to thisOU. (1997
Agreement, Section 5)
r .
l�
The City may chare fees to pers or grart charges by Kidsports or the User
Groups. The charge on rou"$bharged fees by Kidsports
or the User if mu ` agreed"
g d`p y'�ity� ,*3 ' ". dsports. It is anticipated that
fees charged City vv r e utilize for mainte ance or improvements of the
Complex, and w t be e ble for rec" on programs or any other facilities under the
juri f Kali ecre w Department. If a user or prospective user
ra
yes es ed by ofidsports, representatives of the City and
ports wile r an e upon a ropriate fee. Nonpayment of a user fee that
messed consis `n,.ith aragraph may be grounds for denial of use of the
Kidsports and' 14 s pup will have priority for scheduling activities at the Complex.
The City may sc ctivities at the Complex that do not conflict with activities
"M
scheduled by Kidspo" or the User Group, and shall ensure that no conflict exists before
scheduling activities at the Complex. The City may not schedule activities that threaten
to damage or compromise the Complex. (1997 Agreement, Section 11(b))
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 laws and ordinances. (1997 Agreement,
Section 11(a)).
Page 4 of 6
10. Maintenance Fees
11.
12.
13.
Kidsports shall submit $20,000 to the City of Kalispell by June 30t' of every year to
offset a portion of the maintenance costs identified in Section 5.
Independent Contractor
The parties agree and acknowledge that the City and KidF
In the performance of this MOU and the completion
hereunder, Kidsports shall render services as an in� a
agent, representative, subcontractor, or employ
that all individuals and companies retainesport
representatives, subcontractors, or employs `" f the City.
Third -Party Beneficiaries
The parties acknowledge tha�idsports is"N
Complex, and that it condudt, ed athletic
youth sports programs occul Com
B tl
� Baseball League, Inc., Kalis l y
Association, Flathead Soccer C1it Fla
District 5, or j rs (c tivel
Kidsports alsov, nActioiR f liaisorf t
given written ication fke City o ge
is are independent entities.
velopment responsibilities
contractor and not as the
The parties further agree
not be the agents,
ponsible for opment of the
es (e.g. Miracle League, etc.). The
e conducted by Kalispell Pee Wee
Lea , jnc., Kalispell Youth Softball
ittle G ootball, and Kalispell School
� ri>
the er(s)" and "User Group").
.le roup and City. Kidsports will
or adds tons to the User Group.
beneficiaries of this MOU, and they may
lent, Section 11(e)).
In the evenfA ler p . fails to perform its obligations under this MOU, the
er party give written notification of the default in writing. The parties
pleet an nfer with the intent of resolving the default, but in the event
the M'n;" -g bt cured, or reasonable efforts are not underway to correct the
defaul� 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. (1997 Agreement, Section 9).
b) Any and all amendments must be made in writing and must be agreed to and
executed by the parties before becoming effective. (1997 Agreement, Section
8).
Page 5 of 6
c) This MOU may be terminated in writing by the parties at any time. (1997
Agreement, Section 9).
14. Effective Date and Signature
This MOU shall be effective upon the signature of the City and Kidsports authorized
officials. It shall be in force from January 1, 2013 to December 31, 2053. The City and
Kidsports indicate agreement with this MOU by their signatures.
Signatures and dates
Authorized Signature of the City . Autlk d Si
Doug Russell, City
Date
Page 6 of 6