Development Agreement - 2021 - Agreement For Development Of Bike Park Feature - Swimba Southwest Idaho Mountain Bike Association, Inc. - 11/30/2021 AGREEMENT FOR DEVELOPMENT OF BIKE PARK FEATURE
THIS AGREEMENT FORJEVELOPMENT OF BIKE PARK FEATURE("Agreement")
is made and entered into this SC1 day of November 2021, by and between the City of Eagle,
Idaho, an Idaho municipal corporation ("City") and Southwest Idaho Mountain Bike Association,
Inc. 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, Donor has offered to construct and donate a bike park feature consisting of
two ladder drops, one slant wall and step up box (the "Improvements") at no cost to the City.
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 as though they were fully set forth herein.
2. Construction. Donor intends, at Donor's sole cost and expense, to construct the
Improvements at Ada/Eagle Sports Complex, subject to City's approval of the location. 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 Ada/Eagle Sports Complex 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 execution of this Agreement and shall automatically terminate and be of no further force
or effect thereafter.
4. Donation of Improvements. Ownership of the Improvements constructed and/or
installed by Donor under this Agreement shall automatically transfer to the City upon final
inspection and approval of said Improvements by the relevant departments of the City.
Agreement for Development of Bike Park Feature
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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 IMPROVEMENTS "AS IS".
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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:
Agreement for Development of Bike Park Feature
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City of Eagle Southwest Idaho Mountain Bike
Association, Inc.
Attn: Eagle City Clerk Attn: Co(%°S t 14 v-V+eS
Email:clerks@cityofeagle.org Email:Grnai'V 4CS Q $Wirnba. O`C'
Phone: (208) 939-2669 Phone: 14(b, $tk 054,4
12. Assignment. This Agreement may not be assigned or delegated by either party
without prior written consent of the other party.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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.
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Agreement for Development of Bike Park Feature
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Agreement for Development of Bike Park Feature
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