Mou/Moa - 2004 - East Eagle Entry Sign - 2/5/2004
EAST EAGLE ENTRY SIGN AGREEMENT
This Agreement is made and entered into this £ day of &hrut1E&
2004, by and between EAGLE DEVELOPMENT ASSOCIATES, LL: (the
"Developer") and the CITY OF EAGLE, IDAHO, a municipal corporation (the "City").
WHEREAS, the City agrees to allow the Developer to remove the East Eagle
Entry Sign from its CUITent location as shown on Exhibit "A" and install it within the
landscaped area generally located on the northwest comer of State Highway 55 and State
Highway 44 as shown on Exhibit "B" (the "Property"); and
WHEREAS, the City and the Developer desire to enter into an agreement
providing for the removal, replacement, and maintenance of the East Eagle Entry Sign;
and
WHEREAS, the Developer agrees to reimburse the City a portion of the costs for
constructing a replacement sign at or near the site from which the East Eagle Entry Sign
was removed; and
NOW, THEREFORE, for and in consideration of the mutual covenants contained
herein, the parties agree as follows:
Section 1. Conditions
The City and the Developer agree as follows:
1. The Developer will remove the East Eagle Entry Sign (hereinafter "sign") from the
site shown on Exhibit "A", attached hereto and incorporated herein by reference, in
its entirety (including rock columns, supports and foundations) and will fill and grade
any holes to an even level with suITounding surface. All costs of removal shall be the
sole responsibility of the Developer.
2. The Developer shall permanently install the sign and rock columns in the location as
depicted on Exhibit "B", attached hereto and incorporated herein by reference.
3, The Developer herein provides the City vehicle and maintenance access to the to the
sign for the purpose of upkeep and repair of the sign.
4. All landscaping around the sign and the maintenance of that landscaping shall be the
responsibility of the Developer.
5. For the purposes of this agreement the term "maintenance" shall mean activities
including, but not limited to: mowing and trimming, weed control, herbicide and
pesticide applications, trash pick-up, sprinkler repair and seasonal sprinkler blowout.
6. The Developer shall pay the City five thousand dollars ($5,000.00) to be contributed
toward the construction of a replacement sign at or near the site (as shown on Exhibit
"A") from which the sign was removed.
EAST EAGLE ENTRY SIGN AGREEMENT - Page 1 of 5
Section 2. Indemnification and Release
1. The Developer shall indemnify, save and hold harmless the City and any of its
officials or employees from and against any and all loss, liability, claim, damage or
expense including damage to person or property, including attorney's fees and costs,
arising directly or indirectly from or in connection with the removal and re-
installation of the sign.
2. The Developer shall indemnify, save and hold the harmless the City and any of its
officials or employees from and against any and all loss, liability, claim, damage, or
expense including damage to person or property, including attorney's fees and costs,
arising out of any landscaping maintenance activities undertaken by the Developer,
contractors, agents and/or employees, or its successors and/or assigns.
3, In the event a claim for indemnification is to be made by the City hereunder, the City
shall give written notice to the Developer, as soon as practical after the City becomes
aware of any claim having been made against it for which indemnification may be
sought, whereupon the Developer shall take control of the defense and investigation
of such claim, to employ and engage attorneys of its own choice to handle and defend
the same, and, if it elects, to compromise or settle such claim.
4, The Developer releases the City from any claim, demand, action or right of action, of
whatever kind or nature, either in law or in equity, arising from or by reason of any
bodily injury or death or property damage that may occur as a result of the
Developer, or its contractors', agents' or employees', successors and assigns,
maintenance activities of landscaping.
5. This indemnification and release shall inure to the benefit of the City, and their
assigns and successors in interest, and shall bind Maintenance Director and their
heirs, legal representatives, assigns and successors in interest of Maintenance Director
to the Property.
Section 3. Default
In the event the Developer elects not to or fails to perform the work required by this
Agreement or otherwise fail to comply with the terms of this Agreement, such
election or failure shall entitle the City to terminate this Agreement; provided, the
City shall first give the Developer notice and an opportunity to cure an alleged failure
by providing thirty (30) days to remedy any alleged breach of this Agreement. If
after thirty (30) days the breach has not been remedied to City's satisfaction this
agreement shall terminate immediately. If required to proceed in a court of law or
equity to enforce any provision of this Agreement, the prevailing party shall be
entitled to recover all direct out-of-pocket costs so incurred to cure or enjoin such
default and to enforce the conditions contained in this Agreement, including
reasonable attorneys' fees and court costs.
EAST EAGLE ENTRY SIGN AGREEMENT - Page 2 of 5
Section 4. Assignment and Transfer
1. The Agreement shall be binding on the Developer, and its respective heirs,
administrators, executors, agents, legal representatives, successors and assigns.
2. The parties agree that the benefits, rights, and obligations imposed under this
Agreement shall extend to and bind successors in interest of each of the parties
hereto, and therefore this Agreement shall run with the land.
Section 5. General Matters:
1. Amendments: Any alteration, change or termination of this Agreement shall be made
only after written approval by the Owner and the City.
2. Preparation of Agreement: This Agreement shall be construed according to its fair
meaning and as if prepared by both parties and reviewed by their respective legal
counsel. Titles and captions are for convenience only and shall not constitute a
portion of this Agreement.
3. Choice of Law: This Agreement shall be construed in accordance with the laws of
the State of Idaho. Any action brought in connection with this Agreement shall be
brought in the Fourth Judicial District in Ada County, Idaho.
4. Notices: Any notice which a party may desire to give to another party must be in
writing and may be given by personal delivery, by mailing the same by registered or
certified mail, return receipt requested postage prepaid, or by Federal Express or other
reputable overnight delivery service, to the party to whom the notice is directed. Any
such notice shall be deemed given upon receipt if by personal delivery, forty-eight
(48) hours after deposit in the United States mail, if sent by mail pursuant to the
foregoing, or twenty-four (24) hours after timely deposit with a reputable overnight
service. The following addresses shall be used:
City of Eagle
310 East State Street
Eagle, ill 83616
Eagle Development Associates, LLC
416 South 8th Street, Ste 200
Boise, ill 83702
5. Effective Date: This Agreement shall be effective after delivery to each of the parties
a fully executed copy of the Agreement.
6. Authority: Both parties acknowledge that the signator has the authority of the
governing boards of each entity to sign this Agreement.
EAST EAGLE ENTRY SIGN AGREEMENT - Page 3 of 5
IN WITNESS WHEREOF, this Agreement is made the day and year first above written.
Eagle Development Associates, LLC
City of Eagle
ATTEST:
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Sharon K. Moore, City Clerk
[SEAL]
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On this ~ day of ¡:¿bl1J.l1rtj , 2004, before me, the undersigned notary
public in and for said state, personally appeared NANCY C. MERRilL, MAYOR, CITY
OF EAGLE, known or identified to me to be the person whose name is subscribed to the
foregoing instrument, and acknowledged to me that he/she has the authority to execute
and executed the same for the purposes therein.
STATE OF IDAHO
County of Ada
EAST EAGLE ENTRY SIGN AGREEMENT - Page 4 of 5
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County of Ada )
On this :,01 day of ~\o~~, 2004, before me, the undersigned notary
public in and for said state, personally hppeared H. JAMES WHITE, MANAGING
MEMBER, EAGLE DEVELOPMENT ASSOCIATES, LLC, known or identified to me
to be the person whose name is subscribed to the foregoing instrument, and
acknowledged to me that he/she has the authority to execute and executed the same for
the purposes therein.
STATE OF IDAHO
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
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EAST EAGLE ENTRY SIGN AGREEMENT - Page 5 of 5
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NOTE, IT IS ~ESTED THAT AFTER T/oIE REMOvAL OF T/oIE CITY OF
EAGLE ENTRY SIGN FROM IT'S PRESENT LOCATIO'I T~T,
l TUE REMAINING STQIE SIJPFORTS BE DEMOLISfoIED AND
RE/'IOYED FROM T/oIE SITE """
1. LANDSCAPING OF TfIE AREA SI-IOULD BE SIMILAR IN NATUi
MATERIALS TO ~T IS PROPOSED FOR TUE NEIJJ LOCATION
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