Cost Share - 2022 - BB One LLC - Repair Of North Channel Center Trail - 4/13/2022 J
COST SHARE AGREEMENT FOR REPAIR OF
N. CHANNEL CENTER TRAIL
THIS COST SHARE AGREEMENT FOR REPAIR O,F N. CHANNEL CENTER TRAIL
("Agreement") is made and entered into this 5 day of AM/ 2022, by and between
the City of Eagle, Idaho, an Idaho municipal corporation ("City") and B.B. One, LLC., an Idaho
limited liability company ("Owner"). City and Owner are sometimes collectively referred to
herein as the "Parties."
RECITALS
WHEREAS, City is constructing the Eagle Road Ped/Bike Bridge along Eagle Road.
WHEREAS, as part of the project design for the Eagle Road Ped/Bike Bridge, the City
assumed responsibility for the N. Channel Center Trail that runs from the Eagle Road Bridge
westward along the north channel of the Boise River in the North Channel Center development
owned by Owner.
WHEREAS high flows within the Boise River and human foot traffic have resulted in bank
erosion along the N. Channel Center Trail which presents a great risk to the public trail system and
risk to Owner's North Channel Center.
WHEREAS the Parties desire to reduce the likelihood of future bank erosion in that area
of the N. Channel Center Trail by designing, engineering and constructing/stabilizing repairs to
said area.
WHEREAS, it is estimated that the engineering and design work will cost $20,000 and
construction will cost between $50,000 to $100,000 to repair that area of the N. Channel Center
Trail.
WHEREAS the Parties desire to enter into an agreement whereby each party will each pay
50% of all costs associated with the engineering, design, permitting, and construction related to
the repair of the N. Channel Center Trail area.
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 this Agreement by reference as though they were fully set
forth herein.
Cost Share Agreement for Repair of N.Channel Center Trail
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2. Procurement of Services. Owner shall procure all services and permits necessary
for the engineering, design, construction and repair/stabilization of the N. Channel Center Trail
area identified in Exhibit A.
3. Reimbursement. City agrees to reimburse Owner up to $10,000 incurred by
Owner related to the design and engineering work for the N. Channel Center Trail repair and up
to $50,000 related to the permitting and construction said repairs.
4. Payment. Upon completion of the repairs to the N. Channel Trail area identified
in Exhibit A, Owner shall submit a reimbursement request to the City, together with (i) cost
documentation supporting Owner's request for reimbursement and (ii) lien waivers from all
contractors, subcontractors and material suppliers.The City agrees to make payment to the Owner
within twenty one (21) days after receipt of Owner's reimbursement request. City may refuse to
approve the reimbursement request until the Owner has complied with the terms and conditions of
this Agreement, including the correction of defects and the submittal required lien waivers.
5. Grant of License. City hereby grants to Owner and its respective agents,
employees, contractors, and any others with permission from Owner a temporary non-exclusive
license over, under and across portions of the public trail system for the purpose of permitting the
Owner 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
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. Notwithstanding the
foregoing, City may terminate this grant of license for any reason and at any time upon giving
Owner at lease ninety (90) days written notice.
6. Independent Contractor. At all times during the term of this Agreement, Owner
shall be an independent contractor and shall not be an employee of the City. The City shall have
the right to control Owner only insofar as the results of Owner's services rendered pursuant to this
Agreement. The City shall not have the right to control the means and methods by which Owner
accomplishes services rendered hereunder. Owner shall indemnify the City against any liability
arising out of an allegation or finding that Owner is not an independent contractor, but is an
independent owner.
8. Owner Not Agent. Except as the City has specified in writing, Owner shall have
no authority, express or implied, to act on behalf of the City in any capacity whatsoever as an
agent. Owner shall have no authority, express or implied, pursuant to this Agreement, to bind the
City to any obligation whatsoever.
9. Indemnification,Insurance and Waiver. Owner 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,
Cost Share Agreement for Repair of N.Channel Cen
ter Trail
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actions,judgments for damages, or injury to persons or property and losses and expenses caused
or incurred by Owner or its employees, agents, third-party contractors, officers, servants, guests
and/or invitees arising out of Owner's negligence in its performance under this Agreement.
Owner shall at all times during the term of this Agreement, at Owner's sole cost and
expense, obtain and keep in force comprehensive general insurance, which insurance shall name
the City as additional insured. Owner 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
May 31, 2022. The City does not insure Owner against all or any part of Owner's liability for
injury resulting from an act or omission in the Owner's performance of any construction work or
services contemplated under this Agreement.
10. Compliance with Laws. Owner 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. Owner 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. Owner shall turn over to the City all copies of such documents on request of the City.
Owner 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 B.B. One, LLC
Attn: Eagle City Clerk Attn: Eric Centers
Email:clerks@cityofeagle.org Email: Eric@baker-properties.net
Phone: (208) 939-2669 Phone: (208) 375-6666
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.
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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
by the Parties.
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.
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 Parties 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: B.B. One, LLC:
By:
J son ierce, Mayor Dennis M. Baker, Member
E
A TEST: 6,0, _ 4 •.••....••• .,�
, 0 0 ,i.p T
•
acy Os rn, City Clerk - .v S.0 ,�1,
STATti ,
Cost Share Agreement for Repair of N.Channel Center Trail
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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
by the Parties.
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.
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 Parties 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: B.B. One, LLC:
Jason Pierce,Mayor Dennis M. Baker,Member
ATTEST:
Tracy Osborn, City Clerk
Cost Share Agreement for Repair of N.Channel Center Trail
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General Project Location
Cost Share Agreement for Repair of N.Channel Center Trail
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