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AGREEMENT BETWEEN ROTARY CLUB OF MOSCOW INC., THE PALOUSE ICE RINK ASSOCIATION, AND CITY OF MOSCOW, IDAHO FOR COMMUNITY ICE RINK SERVICES This Agreement made and entered into this day ofJ).., , 2001, by and between ROTARY CLUB OF MOSCOW INC., a non-profit corporation of the State of Idaho formed pursuant to the provisions of Title 30, Chapter 3, Idaho Code; the PALOUSE ICE RINK ASSOCIATION, an unincorporated non-profit association of the State of Idaho, (hereinafter referred to as "ICE RINK" and CITY OF MOSCOW, IDAHO, a municipal corporation of the State of Idaho (hereinafter referred to as "CITY"). WITNESSETH: WHEREAS, ICE RINK desires to own and' operate a facility located within CITY as shown in Exhibit attached hereto, being more particularly described as a portion of the Latah County Fairgrounds; and WHEREAS, ICE RINK enters into this Agreement of their own free will and accord, without coercion or inducement and at ICE RINK'S request; and WHEREAS, CITY seeks to provide programs related to the use of ICE RINK for the benefit of young children and others within the community; and WHEREAS, CITY wishes to provide such activities as hockey, figure skating and other ice-related sports as well as other appropriate activities within the ICE RINK facility identified herein; and WHEREAS, CITY does not have its own facilities upon which to offer ICE RINK related programs; and WHEREAS, ICE RINK wishes to provide CITY, young children and the general population ICE RINK related activities with the assistance of CITY; and WHEREAS, ICE RINK and CITY believe that it is in the best interest of CITY, young children and others of the general populace, to have CITY provide ICE RINK related activities; and WHEREAS, CITY, due to the very generous bequest of Bobby C. Hamilton's estate, has the financial wherewithal to assist ICE RINK in provision of the aforementioned ICE RINK related activities. NOW, THEREFORE, ICE RINK AND CITY HEREBY AGREE AS FOLLOWS: I. CITY shall do the following: A. Make a one-time, one hundred sixty-five thousand and no one-hundredths dollars ($165,000.00) donation to ICE RINK subject to all conditions hereinbelow; AGREEMENT- Rotary Club, PIRA and City of Moscow Page 1 of 5 2001-31 ---PAGE BREAK--- B. Assume a consensual secured first lien on the following assets of ICE RINK: 1. Chiller (otherwise described as one used 105 ton ammonia refrigeration package), purchased from CIMCO Refrigeration. The Chiller includes two ammonia compressors and motors, one ( 1) brine pump, one under-floor heat pump and heat exchanger, one five horsepower condenser water pump, one compressor water jacket pump, one pre-wired control panel and one used evaporative condenser. 2. Dasher Boards purchased from Action Boards Pro Sports Systems Unlimited (160 foot length, 60 foot, 21 foot radius rink). 3. Cover Kit purchased from Cover-All Building Systems of Idaho. Cover Kit includes one 72 foot by 200 foot Cover-All Arch Structure with all galvanized Viper Steel Trusses set at 8 feet on centers, with white Duraweave II Fire Rated cover. C. 1. CITY is hereby granted a highest priority security interest in the items listed in Paragraph LB. of this Agreement (i.e. the Chiller, Dasher Boards, and Cover Kit) and the parties agree to execute a UCC-1 form financing statement for filing with the Idaho Secretary of State. ICE RINK has granted no other security interest in and to the Chiller, Dasher Boards and Cover Kit and will hold CITY harmless from any liens or encumbrances. ICE RINK further agrees to grant no other security interest with higher priority than CITY'S in such items. 2. On the first of June, 2002, and on the anniversary date thereof for FOUR(4) subsequent years, and contingent upon ICE RINK'S fulfillment of its obligations under Paragraph II.D. of this Agreement, CITY shall release CITY'S security interest in the items listed in Paragraph I.B. of this Agreement in the following order and in increments of thirty-thousand and no one-hundredths dollars ($30,000.00) each year: June 2002 - Full Release of the Chiller with a stipulated value of thirty thousand and no one-hundredths dollars ($30,000). June 2003 - One-half Partial Release of Dasher Boards with a stipulated value of sixty-thousand and no one-hundredths dollars ($60,000). June 2004 - Full release of the Dasher Boards June 2005 - Partial release of the Cover Kit with a stipulated value of sixty-thousand and no one-hundredths dollars ($60,000). June 2006- Full release of the Cover Kit. The values so stipulated are for the purposes of this paragraph only and are not intended to represent actual fair market value. 3. A. In the event of default of ICE RINK, CITY shall have the option to receive Chiller, Dasher Boards, and Cover Kit or any security interest remaining therein and shall have the authority to retain or dispose of such Chiller, Dasher Boards, Cover Kit or any security interest remaining therein in whatsoever manner CITY wishes to proceed. AGREEMENT- Rotary Club, PIRA and City of Moscow Page 2 of 5 ---PAGE BREAK--- In the event CITY does not exercise its option to receive Chiller, Dasher Boards, Cover Kit or any remaining security interest therein, ICE RINK shall have the right to first market and sell the property, provided that the sale shall be to a bona fide purchaser for value in good faith, and any sums so received shall be paid to CITY, minus costs of sale, as satisfaction of the lien. There shall be no-recourse to ICE RINK, the Rotary Club of Moscow Inc., or any individuals for a difference in value between the stipulated value and the amount unreleased at the time of the default sale. Any amounts derived from the sale in excess of the stipulated amount for each item shall be retained by ICE RINK. II. ICE RINK shall do the following: A. Subordinate to CITY all liens, loans, and other financial interests in ICE RINK assets described above at I. B. B. Utilize CITY'S donated amount described herein for the purchase of: 1. Dasher Boards described above at I.B.1. 2. The installation of a concrete slab within the area currently surrounded by concrete footings within the ICE RINK area described in Exhibit attached hereto. 3. Installation of public improvements required by Development Agreement, CITY OF MOSCOW, IDAHO, PALOUSE ICE RINK, herein by reference the same as if fully transcribed and copied. Following the purchase of those items described at II.B. ICE RINK shall not be obligated to return any of CITY'S donation amount described hereinabove at I.A. C. 1. Provide public open program time in behalf of CITY for a term of ten (10) years from the date of execution of this Agreement at a yearly rate of not less than two-hundred eighty (280) hours time during the skating season October 1 through May 31, annually) and not less than two-hundred twenty (220) hours during the off season months June 1 through September 30). 2. Open Programming provided on behalf of CITY by ICE RINK during the off season months does not need to be provided on a daily basis and may be set off in blocks of time, and agreed to between CITY and ICE RINK. 3. Provision of open program time provided in behalf of CITY by ICE RINK shall not unreasonably interfere with the ability of ICE RINK to lease space within the ICE RINK structure to paying customers. 4. ICE RINK shall provide open program time to CITY in a manner consistent with Bobby C. Hamilton's desire to benefit young children. Ill. OTHER PROVISIONS: A. CITY and ICE RINK agree that the provisions of this Agreement may only be modified upon written request of ICE RINK accompanied by suggested modifications. Such modification may be made at any time during the term of this Agreement. AGREEMENT - Rotary Club, PIRA and City of Moscow Page 3 of 5 ---PAGE BREAK--- B. CITY and ICE RINK understand and agree that, should PALOUSE ICE RINK ASSOCIATION become insolvent. disband. or in any way become unable to perform duties and obligations under this Agreement, Rotary Club of Moscow Inc., shall be bound by all terms and obligations of this Agreement. C. CITY and ICE RINK agree that CITY shall take no lien nor financial interest in the concrete slab referred to hereinabove at II.B.2. and CITY shall take no lien nor financial interest in the public improvements described hereinabove at II.B.3., unless subsequently agreed to by all parties in writing. D. CITY and ICE RINK understand that this Agreement shall not act as a waiver of ICE RINK'S obligation to seek a Special Use Permit for activities which would require such a permit, such as the provision of activities within the ICE RINK facility when such facility is used for other than ice skating purposes (i.e June 1 through September 30 annually). IV. VENUE AND JURISDICTION: CITY and ICE RINK agree that. should any prov1s1on of this Agreement be litigated in the future, venue for such litigation shall be with the District Court of the Second Judicial District of the State of Idaho in and for the County of Latah. V. UNDERSTANDING: ICE RINK has read and understands this Agreement and the contents thereof and has had the opportunity to avail itself of legal and other counsel before entering into this Agreement and before signing it, and hereby enters into it voluntarily, willingly, and without inducement. VI. NOTICES: Any notices required or called for by this Agreement shall be deemed served upon the party to whom it is sent when delivered by certified or registered mail using United States Mail to the following addresses: CITY: PALOUSE ICE RINK ASSOCIATION: Marshall H. Comstock. Mayor City of Moscow P 0 Box9203 Moscow, ID 83843 Telephone: (208) 883-7000 Facsimile: (208) 883-7018 Pete Robichaud, President P 0 Box 9144 Moscow, ID 83843 Telephone: (208) 882-4318 ROTARY CLUB OF MOSCOW. INC: AGREEMENT- Rotary Club, PIRA and City of Moscow Michael Hess, President P 0 Box 8021 Moscow. ID 83843 Telephone: (208) 883-4075 Page 4 of 5 ---PAGE BREAK--- CITY OF MOSCOW, IDAHO: Michael Hess STATE OF IDAHO ) )ss. COUNTY OF LATAH ) STATE OF IDAHO ) )ss. COUNTY OF LATAH ) AGREEMENT- Rotary Club, PIRA and City of Moscow ATTEST: ACKNOWLEDGMENT ACKNOWLEDGMENT Page 5 of 5 ---PAGE BREAK--- JUL -10-01 TUE lb: Ub lTY o t !1U:Ol.:UW UCC FINANCING STATEMENT l RANDALL D FIFE, CITY ATTORNEY CITY OF" MOSCOW L P 0 BOX 9203 MOSCOW ID 83843 rHh NU. lcVOOO¨OcO© r. C139235 MOSCOW 1. Chiller purchased from CIMCO Refrigerations The Chiller !r:c!udes t\tVV iiiU I•iViiia compressors and motors, one brine pump, one under floor heat pump and heat exchanýer , one ( 1) f i . ve horsepower condenser water pump 1 one ( 1) compressor water Jacket pump, one pre-wired control panel and one used evaporative condenser. 2. Dasher Boards purchased from Action Board> Pro Sports Systems Unlimited (160 root length; 60 foot, 21 foot radius rink) 3. Cover Kit purchased fromCover-All Building Systems of Idaho. Cover Kit includes one 72 foot by 200 foot Cover-All Arch Structure with all galvanized Viper Steel Trusses set at 8 feet on centers, with white Duraweave II Fire Rated cover. FIWNG OFFICE COPY §NATIONAL UCC RNANCmG STATEMENT (FORM UCC1) (RE\1. 07/29198) ---PAGE BREAK--- JUL-!U-UI lUI: Jo:Ub IJJIY ot 11U::iiJUW CITY OF MOSCOW PO Box9203 Moscow, ID 83843 Phone: (208) 883-7000 Fax: (208) 882-4020 Fax rHh NV. J¦U00000C04 To: fJ1 . rj L . t>LlU . . CHECK NUMBER 0 54 2 1 8 UP.It 05/22/2001 VENDOR 06' 'iOOO _ TOTAL THIS CHECK 58000.00