Collection of Fee - 2020 - Road Trust Agreement - 10/22/2020ROAD TRUST AGREEMENT
THIS ROAD TRUST AGREEMENT ("Agreement") is made and entered into this 1,t day
of 7(,}Db c.e , 2020 ("Effective Date"), by and between the City of Eagle, an Idaho
municipal corporation ("City"), and The Linder Project, LLC, a Delaware limited liability company
("Developer"). City and Developer may be referred to in this Agreement individually as a "Party" and
collectively as the "Parties" as warranted under the circumstances.
RECITALS
A. Developer is developing an apartment project in the City of Eagle ("Linder Project")
approved by the City under application Nos. RZ-20-06, RZ-20-06 MOD2, and DR-12-18.
B. The City's decision approving DR-12-18 provides: "The [Developer] shall enter into a
'Road Trust' with ACHD, to allocate a deposit fund for future implementation of traffic calming elements
as defined by ACHD for a future traffic study to be completed once the Linder Project is occupied."
("Condition S(b)").
C. Developer's performance of Condition 5(b) has become a legal impossibility because
ACHD, an unrelated third -party who did not require or request this condition, does not agree to enter into
a road trust agreement with the Developer for the purposes outlined in Condition 5(b).
D. City has agreed to hold the road trust deposit fund in lieu of ACHD.
E. City and Developer desire to eater into this Agreement to fulfill the requirements of
Condition 5(b) and to set forth the terms and conditions of the road trust between the Parties.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, and in consideration of the recitals above, which are incorporated below, the
Parties agree as follows:
1. Establishment of Fund. Developer will provide City with a cash bond in the amount of
Ten Thousand Dollars (S 10,00.00) (the "Fund"). The Fund will be available to the Parties to pay for. (i)
any future implementation of traffic calming elements; and/or (ii) any future traffic study to be completed
once the Linder Project is occupied. After establishing the Fund, Developer has no obligation to make any
additional contributions to the Fund or provide any other type of guarantee and Developer's initial
contribution pursuant to this Agreement shall fully satisfy Condition 5(b).
2. Treatment of Fund. The monies constituting the Fund shall be deposited by the City in a
segregated account for the Linder Project ("Fund Account") pursuant to the terms of this Agreement and
in conformity with City's standard practices.
3. Fund Authority. The authority and discretion to use the Fund and make disbursements
from the Fund Account for the express purposes set forth in this Agreement lies with the City. If the City
determines a traffic study or traffic calming measures are needed in the vicinity of the Linder Project,
including the neighboring Riverwalk Subdivision, City may use the Fund to procure the necessary study
and/or traffic calming improvements. City may also use the Fund in coordination with ACHD if ACHD,
on its own or at the request of the public, determines a traffic safety investigation or residential traffic
ROAD TRUST AGREEMENT PAGE 1 OF 3
DR-12-18 Under Project Road Trus Agreement (12199-35J
management improvements (traffic calming) are warranted in the vicinity of the Linder Project, including
the neighboring Riverwalk Subdivision.
4. Fund Return. If, within ten (10) years following the Effective Date, there are any
monies remaining in the Fund Account, such monies shall be promptly returned to the Developer at
Developer's notice address.
5. Termination. This Agreement shall terminate upon the earlier of: (i) disbursement of the
entire Fund in accordance with this Agreement; (ii) the return of the Fund pursuant to Section 4; or
(iii) mutual agreement of the Parties.
6. Notice. Any notices or communications provided under this Agreement shall be in
writing (including e-mail) to the addresses below and will be deemed duly given: (i) on date of delivery,
if delivered personally, or by e-mail; (ii) on the first business day following the date of dispatch if
delivered by a recognized next -day courier service; or (iii) on the second business day following the date
of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. Either
Party may designate a new notice address by providing the other Party with notice as specified herein.
City: City of Eagle
Attention: City Clerk
660 E. Civic Lane
Eagle, Idaho 83616
E-mail: jpierce®cityofeagle.org
Developer The Linder Project, LLC
Attention: Patrick Boel
1109 Main St, Suite 390
Boise, ID 83702
E-mail: patrick@localconstruct.com
7. Miscellaneous. This Agreement represents the final agreement between the Parties with
respect to the subject matter herein and may not be contradicted by evidence of prior, contemporaneous or
subsequent oral agreements of the Parties. This Agreement is made in and is intended to be construed
according to the laws of the State of Idaho. This Agreement shall inure to and be binding upon the Parties
and their respective successors, heirs and assigns. This Agreement may only be altered, amended,
modified or revoked by an instrument in writing signed by the Parties. In the event of any action
commenced between the Parties to enforce the terms of this Agreement, the prevailing party in any such
action will be entitled to recover from the other non -prevailing party its costs of suit, its reasonable
attorneys' fees, accounting fees actually incurred, and such other costs as may be allowed by the court.
This Agreement may be executed in one or more counterparts, including by facsimile or electronic copy
or PDF, all of which shall be deemed originals and considered one and the same agreement, and shall
become effective when one or more such counterparts have been signed by each of the Parties.
[end of text; signature page(s) follow]
ROAD TRUST AGREEMENT PAGE 2 OF 3
DR-12-18 Under Project Road Trus Agreement [12199-35]
IN WITNESS WHEREOF, the parties have hereto affixed their respective signatures the day and
year first above written.
DEVELOPER: THE LINDER PROJECT, LLC,
a Delaware limited liability company
CITY:
ATTEST:
By:
Name: P••ka'r K &,oGlr
Title: 0 tcL(,M
CITY OF EAGLE,
an Idaho municipal corporation
By:
F
•
Tracy h. U • • rn, ag e ity . e OAP R••_
• •G t
i : SEAL : $
•
aeon ierce, Mayor
ROAD TRUST AGREEMENT PAGE 3 OF 3
DR-12-13 Under Project Road Trus Agreement I12199.351