Independent Contractor - 2020 - Dog Park Development Agreement - 11/19/2020AGREEMENT FOR DEVELOPMENT OF DOG PARK
THIS AGREEME T FOR DEVELOPMENT OF DOG PARK ("Agreement") is made
and entered into this iersi day of November 2020, by and between the City of Eagle, Idaho,
an Idaho municipal corporation ("City") and PetIQ, LLC, an Idaho limited liability company
"Donor"). City and Donor are sometimes collectively referred to herein as the "Parties."
RECITALS
WHEREAS, City owns and operates a certain park land and related facilities known as the
Ada/Eagle Sports Complex located at 3151 E. Greenbrook St., Eagle 83616.
WHEREAS, City is contemplating construction and conversion of a portion of the
Ada/Eagle Sports Complex to be used as a dog park (the "Dog Park");
WHEREAS, Donor offered to construct most, if not all improvements to the Dog Park at
no cost to the City in exchange for naming privileges of the Dog Park.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged and agreed, and in consideration of the mutual promises and
covenants herein contained, the parties agree as follows:
1. Incorporation of Recitals: The above Recitals are a material part of this
Agreement and are incorporated into the Services of this Agreement by reference as though they
were fully set forth herein.
2. Construction. Donor intends, at Donor's sole cost and expense, to construct
certain improvements at the Dog Park identified in Exhibit A attached hereto and made a part of
this Agreement. At a minimum, Donor shall construct the dog fences, gates, and landscaping
surface identified in Exhibit A (the "Structures") up to a dollar amount of Two Hundred Thousand
Dollars ($200,000.00). Nothing in this Agreement shall limit or prevent Donor from constructing
additional improvements to the Dog Park subject only to written approval by City to accept the
additional improvements. Donor shall obtain all permits and licenses to perform the construction
and shall ensure the construction is performed in a diligent, careful and thorough manner consistent
with good construction practices.
3. Grant of License. City hereby grants to Donor and its respective agents,
employees, contractors, and any others with permission from Donor a temporary non-exclusive
license over, under and across that portion of the Dog Park for the purpose of permitting the Donor
to undertake the construction -related activities contemplated under this Agreement. The grant of
license herein shall be in full force and effect for a period of one (1) year from the start of
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construction or three (3) years from the date hereof, whichever comes first, at which time this
license shall automatically terminate and be of no further force or effect.
4. Donation of Improvements. Ownership of the Structures and any other
improvement constructed by Donor under this Agreement shall automatically transfer to the City
upon final inspection and approval of said Structures or improvements by the relevant departments
of the City.
5. No Warranty. DONOR EXPRESSLY DISCLAIMS ANY AND ALL
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE, WITH RESPECT TO THE STRUCTURES AND ANY OTHER
IMPROVEMENT TO BE CONSTRUCTED UNDER THIS AGREEMENT. CITY
ACKNOWLEDGES THAT IT ACCEPTS THE STRUCTURES AND OTHER
IMPROVEMENTS "AS IS".
6. Naming Rights. In consideration of Donor constructing the Structures as identified
in Exhibit A, City grants to Donor the naming rights of the Dog Park. It has been agreed upon by
the Parties that the name of the Dog Park shall be known as the "Eagle PetIQ Dog Park."
7. Independent Contractor. At all times during the term of this Agreement, Donor
shall be an independent contractor and shall not be an employee of the City. The City shall have
the right to control Donor only insofar as the results of Donor's services rendered pursuant to this
Agreement. The City shall not have the right to control the means and methods by which Donor
accomplishes services rendered hereunder. Donor shall indemnify the City against any liability
arising out of an allegation or finding that Donor is not an independent contractor.
8. Donor Not Agent. Except as the City may specify in writing, Donor shall have no
authority, express or implied, to act on behalf of the City in any capacity whatsoever as an agent.
Donor shall have no authority, express or implied, pursuant to this Agreement, to bind the City to
any obligation whatsoever.
9. Indemnification, Insurance and Waiver. Donor on behalf of itself and on behalf
of its employees, agents, third -party contractors, officers, servants, guests and/or invitees shall,
and hereby does, indemnify, save and hold harmless, release and forever discharge the City of
Eagle, its officers, agents, employees and volunteers from and for any and all losses, claims,
actions, judgments for damages, or injury to persons or property and losses and expenses caused
or incurred by Donor or its employees, agents, third -party contractors, officers, servants, guests
and/or invitees arising out of Donor's performance under this Agreement.
Donor shall at all times during the term of this Agreement, at Donor's sole cost and
expense, obtain and keep in force comprehensive general insurance, which insurance shall name
the City as additional insured. Donor shall provide City a Certificate of Insurance identifying
proof of insurance as set forth herein and identifying the City as an additional insured no later than
December 1 , 2020. The City does not insure Donor against all or any part of Donor's liability
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for injury resulting from an act or omission in the Donor's performance of any construction work
or services contemplated under this Agreement.
10. Compliance with Laws. Donor agrees to comply with all local, State and Federal
laws when performing or obtaining through third party contractors the construction of
improvements contemplated under this Agreement.
11. Records. Donor shall keep full and accurate records of all work performed under
this Agreement. All records, sketches, drawings, prints, computations, charts, reports and other
documentation made in the course of construction performed hereunder, or in anticipation of the
construction to be performed in regard to this Agreement, shall at all times remain the sole property
of the City. Donor shall turn over to the City all copies of such documents on request of the City.
Donor shall abide by the Idaho Public Records Act and coordinate any requests with the City Clerk
and City Attorney.
12. Notice. Communication between the Parties regarding day-to-day matters shall
occur via e-mail or telephone. For Clarification on or direction regarding day-to-day matters, the
point of contact for the City shall be the Eagle City Clerk's office, Sharon Bergmann. All other
notices required to be given by either of the Parties shall be in writing and be deemed
communicated when personally served, or mailed in the United States mail, addressed as follows:
City of Eagle
Attn: Eagle City Clerk
Email:clerks@cityofeagle.org
Phone: (208) 939-2669
PetIQ, LLC
Attn: Legal Department
Email: Legal@petiq.com
Phone: 208-939-8900 ex 372
13. Assignment. This Agreement may not be assigned or delegated by either party
without prior written consent of the other party.
14. Attorney's Fees. The prevailing party in any claims or disputes arising out of this
Agreement shall be entitled to recover reasonable attorney's fees in addition to other relief which
a court of competent jurisdiction may award.
15. Governing Law. This Agreement will be construed in accordance with the laws
of the State of Idaho. The Parties submit to the jurisdiction of Idaho courts and agree that proper
venue for any suit concerning this Agreement shall be in the Fourth Judicial District of the State
of Idaho, in and for Ada County.
16. Entire Agreement. This Agreement constitutes the entire agreement between the
Parties relative to the subject matter hereof. Statements or representations of any kind not
embodied herein shall be of no force or effect. This Agreement may only be modified in writing.
17. Heirs and Assigns. This Agreement and the terms and conditions hereof shall
apply to and are binding upon the heirs, executors, administrators and assigns of the Parties hereto.
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18. Severability. If any provision of this Agreement, or the application of such
provision to any person or circumstance, shall be held invalid, the remainder of this Agreement,
or the application of such provision to persons or circumstances other than those as to which it is
held invalid, shall not be affected thereby.
19. Approval. The City and Donor each acknowledge that this Agreement, even
though agreed upon by the City's representatives, is not binding upon the City until such time as
the Eagle City Council approves this Agreement and authorizes the Mayor to execute this
Agreement on behalf of the City.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
CITY OF EAGLE:
3asoji Pierce, Mayor
ATTEST:
PETIQ, LLC:
By: (141/44•1,
By:
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EXHIBIT A
Improvements To Be Constructed By Donor
1. Site Work to level ground and prep for concrete and asphalt
2. Earthwork to Establish roughly 6" of Top Soil and Grade
3. Landscape which includes sprinkling system and Sod over approximately 77,000
Sqft
4. Split rail fencing around Little and Big Dog Park
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