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HomeMy Public PortalAbout2021.06.25 Woodstock Agreement w McCall City Heartland Hunger & Resource Center – Woodstock Agreement - 1 HEARTLAND HUNGER & RESOURCE CENTER WOODSTOCK AGREEMENT THIS AGREEMENT is made and entered into this _____ day of _____________, 2021, by and between THE CITY OF MCCALL, a municipality, whose address is 216 East Park Street, McCall, Idaho 83638 (hereinafter referred to as “McCall City”), and HEARTLAND HUNGER & RESOURCE CENTER, INC. an Idaho non-profit Corporation, whose address is P.O. Box 1929, McCall, Idaho 83638, (hereinafter referred to as “Heartland Hunger”). McCall City and Heartland Hunger are collectively referred to as “Parties.” RECITALS McCall City is the owner of certain real property located in Valley County, Idaho located on S. Mission St. comprising approximately 26 acres and generally known as Riverfront Park, which property is more specifically described as follows: GOV'T. LOT 9, LESS TAX #'S 44 & 87 IN SECTION 17 T18N R3E; AND TAX #2 IN NENE S 20 T18N R3E MCCALL ACREAGE (Referred to herein as “Riverfront Park”). Heartland Hunger hosts and facilitates the Humanitarian Woodwork Day, aka “Woodstock”, an annual community service event (except the event did not occur in 2020 due to the COVID -19 Pandemic) held in July to split, stack, supply, and deliver firewood for the community. McCall City donates the use of Riverfront Park property for Heartland Hunger’s use during Woodstock which use generally includes the following: Woodstock set up, staging area for lumber, area for volunteers to cut, split, chop and haul firewood, parking, seating area for volunteer lunch and service area, and other Woodstock activities. Heartland Hunger’s use of the Riverfront Park includes set up of the Woodstock events commencing on July 1, 2021, with the main volunteer event to be held on July 10, 2021, and concluding with clean-up and take down of Woodstock on or before July 13, 2021. The above-described use is hereinafter referred to as (“Woodstock”). The parties desire to memorialize the terms of this Agreement for use of Riverfront Park for Woodstock. NOW, THEREFORE, in consideration of the mutual obligations and agreements, the promises, covenants, and considerations set forth herein, the parties agree as follows: 1. REQUIREMENT TO NAME McCall City AS ADDITIONAL INSURED: The Parties hereby agree that Heartland Hunger shall add McCall City as an additional insured to Heartland Hunger’s existing or special events insurance coverage associated with Woodstock. Heartland Hunger agrees that this insurance is required by McCall City with coverage commencing July 1, 2021, through July 13, 2021. Such insurance shall be with companies rated A+ Class VII or better in Best’s Insurance Guide and shall be on forms and with loss payable clauses satisfactory DocuSign Envelope ID: 21936711-5FFE-430C-95D7-66B5E845AD61 June25th Heartland Hunger & Resource Center – Woodstock Agreement - 2 to McCall City with insurance coverage minimums of $1,000,000.00 coverage per occurrence naming McCall City as an additional insured. A copy of the certificate issued by the insurance company evidencing the existence and amounts of such insurance shall be delivered by Heartland Hunger to McCall City upon issuance of such policy, which shall occur not later than July 1, 2021. No such policy shall be cancelled (or coverage reduced) except after 30 days prior written notice to McCall City. 2. MAINTENANCE: The Riverfront Park is an unimproved property, and Heartland Hunger agrees that cleanup and take down of Woodstock will return the Riverfront Park to its usual and ordinary condition. No other maintenance is required. Heartland Hunger agrees that COVID-19 recommendations and protocols will be implemented during Woodstock. 3. RELEASE OF LIABILITY: Heartland Hunger shall indemnify and hold McCall City harmless regarding, and waive as to McCall City, any claims of any kind for damages, fees, costs or relief of any kind whatsoever stemming from or related in any way to use of Riverfront Park for Woodstock between July 1, 2021, through July 13, 2021, by Heartland Hunger, their guests, invitees, or agents. 4. MODIFICATION: This Agreement may not be modified except by means of a subsequent written agreement, which is duly-executed by the parties. 5. APPLICABLE LAW: This Agreement shall be interpreted to and according to the laws of the State of Idaho. Venue for any dispute regarding this Agreement shall be Valley County. 6. ENTIRE AGREEMENT: This Agreement, and the amendments and exhibits to this Agreement, if any, set forth the entire understanding and agreement of the parties with respect to the subject matter hereof and supersede all existing Agreements between the parties with respect to such subject matter. No party is relying upon any promises, representations or statements made by the other party as an inducement to the execution of this Agreement, except in so far as such promises, representations or statements are expressly contained herein. 7. NO AGENCY: Nothing in this Agreement shall be deemed or construed to constitute or create between the parties a partnership, joint-venture or agency. 8. NOTICES: Any notices required by the terms of this Agreement, or otherwise sent by any party to the others pursuant to this Agreement, shall be delivered personally or mailed, return-receipt requested, to the parties at the addresses stated hereinabove, unless otherwise notified by the party in writing of a different address. 9. PREPARATION OF AGREEMENT: Heartland Hunger has retained the law firm of Millemann Pemberton & Holm LLP in preparation of this Agreement. McCall City understands and agrees it should consult independent legal counsel prior to signing this Agreement in the event that McCall City has any questions concerning the same. The terms of this Agreement shall neither be construed in favor of, nor adverse to either party based upon any presumption that either party exclusively drafted the Agreement. Both parties acknowledge they DocuSign Envelope ID: 21936711-5FFE-430C-95D7-66B5E845AD61 Heartland Hunger & Resource Center – Woodstock Agreement - 3 have had ample time to consult with their attorneys and understand and agree to the terms of this Agreement. 10. COSTS AND ATTORNEYS’ FEES: In the event that a dispute arises regarding the breach, application, interpretation, or enforcement of this Agreement, then the prevailing party in such dispute shall be entitled to collect its attorneys’ fees and costs incurred, including attorneys’ fees and costs incurred on appeal. IN WITNESS WHEREOF, the parties have hereunto subscribed their names, the day and year in this Agreement first above written. Date: Date: Heartland Hunger & Resource Center McCall City By: Linda Klind, President Board of Directors By: Robert Giles, Mayor ATTEST: Date: BessieJo Wagner, City Clerk DocuSign Envelope ID: 21936711-5FFE-430C-95D7-66B5E845AD61 June 25, 2021 | 1:53 PM MDT June 28, 2021 | 3:04 PM MDT June 28, 2021 | 6:59 PM MDT In consideration of no change in premium it is hereby agreed and understood that the policy is amended with the following changes: All other terms and conditions of this Policy remain unchanged. It is hereby agreed that the following form(s) This endorsement, issued by United States Liability Insurance Company to HEARTLAND HUNGER AND RESOURCE CENTER forms a part of Policy Number NPP1565877F effective on 5/1/2021 (MO. DAY YR.) at 12:01 A.M. Add/Remove/Amend Coverage Loc. #Address Territory LOCATIONS: Non-Profit Directors and Officers 1 Amend 556 Deinhard Ln, McCall, ID, 83638 001 Covered Causes of Loss: Construction: Description: Special Frame Fire Code: Prot. Class: Square Footage: 0756 3 2000 Special Deductible:None Special Deductible Type: Non-Profit Directors and Officers 2 Amend Riverfront Park, McCall, ID, 83638 001 Covered Causes of Loss: Construction: Description: Unknown Fire Code: Prot. Class: Square Footage: 1 0 Special Deductible:None Special Deductible Type: has(have) been amended: CG2011 04/13 - Additional Insured - Managers or Lessors of Premises L-232s 09/05 - Classification Limitation Endorsement ENDORSEMENT #1 * Products/Completed Operations THE CITY OF MCCALL ATTN: BESSIEJO WAGNER 216 E. PARK ST MCCALL, ID 83638 05/01/2021Effective Date: Name of Person(s) Or Organization(s) (Additional Insured): Designation of Premises (Part Leased To You): Additional Premium: $ Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II - Who is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Schedule and subject to the following additional exclusions:With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: A. B. 1. 2. Any "occurrence" which takes place after you cease to be a tenant in that premises. Structural alterations, new construction or demolition operations performed by or on behalf of the person (s) or organization(s) shown in the Schedule. 1. 2. The insurance afforded to such additional insured only applies to the extent permitted by law; and If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. However: whichever is less. 1. 2. Required by the contract or agreement; or Available under the applicable Limits of Insurance shown in the Declarations; If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amout of insurance: This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. This insurance does not apply to: 5 WEST LAKE FORK LAKE FORK, ID 83635 POLICY NUMBER:NPP1565877F COMMERCIAL GENERAL LIABILITY CG 20 11 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - MANAGERS OR LESSORS OF PREMISES This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE © Insurance Services Office, Inc., 2012CG 20 11 04 13 Page 1 Of 1 L-232s (9/05) Page 1 of 1 UNITED STATES LIABILITY INSURANCE GROUP WAYNE, PENNSYLVANIA This Endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM CLASSIFICATION LIMITATION ENDORSEMENT Coverage under this contract is strictly limited to the classification(s) and code(s) listed on the policy Declarations page. No coverage is provided for any classification(s) and code(s) not specifically listed on the Declarations page of this policy. All other terms and conditions of this policy remain unchanged. This endorsement is a part of your policy and takes effect on the effective date of your policy unless another effective date is shown.