Reimbursement - 2018 - Pamela Baker Park / Lakemoor Subdivision - 5/9/2018CONSTRUCTION REIMBURSEMENT AGREEMENT
THIS cpNSTRUCTION REIMBURSEMENT AGREEMENT ("Agreement") is
made this 1'1. day of _icy , 2018, by and between City of Eagle, a municipal
corporation, hereinafter called "City" and C & 0 Development, Inc., an Idaho
corporation, hereinafter called "Developer".
RECITALS
1. Developer is developing a residential subdivision in the City of Eagle known as
Lakemoor Subdivision, which development was originally approved by the City under
application No. RZ-5-02 and most recently modified under application No. RZ-05-
02MOD4, resulting in the execution and recording of the Third Amended and Restated
Development Agreement (Lakemoor Subdivision) dated April 14, 2017 Instrument
#2017-032373(the "Development Agreement").
2. As a part of the approval of the Development Agreement, Developer agreed to
construct (through a charitable foundation related to Developer) certain improvements
part of which are to be located on approximately 23 acres of land owned by Developer,
consisting generally of a public pathway, a trail head parking lot, utility stubs and
excavated of ponds.
3. The said land and improvements are, upon completion thereof, to be conveyed
to the City as a park site).
4. As an accommodation to City, the Developer agreed to work with City to
construct a public restroom in proximity to the trailhead parking lot and on or before that
date which is one (1) year from the date of execution of the Development Agreement by
the parties, and prior to commencement of construction thereof, reach an agreement for
reimbursement of all of Developer's costs associated with its construction of the public
restroom.
AGREEMENT
Now, therefore, the City and Developer for the considerations hereinafter named
and stated agree as follows:
SECTION 1. Scone of Work. The Developer agrees to furnish all materials and
perform all work for the building of a public restroom located in Lakemoor Subdivision
in the location generally depicted in Exhibit A attached hereto, in accordance with the
plans and specifications attached or referred to in Exhibit B hereto and the provision of
this Agreement.
SECTION 2. Reimbursement. City agrees to reimburse Developer the actual
cost of all labor and materials incurred by Developer in the construction of the public
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restroom and to make payment in accordance with the provisions of Section 3, below. An
estimate of Developer's cost of construction of the public restroom is attached hereto as
Exhibit C. The parties understand that the attached cost estimate is an estimate only and
the final cost may be more or less than the estimated cost and that City shall be obligated
to reimburse Developer the actual cost of construction thereof regardless of the attached
estimate; provided, however, that Developer shall seek at least three competitive bids
from contractors. All bidding parties shall be provided the same construction documents
and specs and be treated equally. Developer agrees to award the lowest qualified bid.
SECTION 3. Payment. Upon completion of the public restroom, Developer shall
submit a reimbursement request to the City, together with (i) cost documentation
supporting Developer's request for reimbursement and (ii) lien waivers from Developer's
contractors, subcontractors and material suppliers as provided in Section 7, below. The
City agrees to make payment to the Developer within thirty (30) days after receipt of
Developer's reimbursement request. City may refuse to approve the reimbursement
request until the Developer has complied with the terms and conditions of this
Agreement, including the correction of defects and the submittal required lien waivers.
SECTION 4. Time. Developer intends to commence the work on or before
OC,K 3t�ao nd complete its work on or before r 1c3. u_ 3 1).2011 .
Developer shall prosecute its work in a prompt and diligent manner, but the
commencement and completion dates set forth herein are estimates only and any variance
therefrom shall not be a default under this Agreement so long as Developer completes the
work with months of commencement.
SECTION 5. Chances to Work. The parties understand and agree that City may
make any changes in the plans and specifications for the work covered by this Agreement
that may be deemed necessary by the City during the progress of the work, without
invalidating this Agreement. However, if any such changes are made resulting in an
increase or reduction in the amount of work or materials required, then City shall be
entitled to or responsible for an increase or reduction in the reimbursement amount to be
paid Developer hereunder, as the case may be. Any such change shall be in writing and
signed by the City and Developer.
SECTION 6. Comnliance with Law. The Developer warrants and represents to
City that in conducting the work and providing the materials and labor required of
Developer hereunder, Developer will comply with all federal, state, and local
governmental laws and ordinances together with all lawful orders, rules and regulations
promulgated thereunder, including all laws regulating the use, generation, release,
manufacture, refining, production, processing, storage, transportation or disposal of any
hazardous materials. The Developer covenants and agrees that in the event any liability
is assessed against the City because of a failure of Developer to comply with all federal,
state and local laws and ordinances and all lawful orders, rules, regulations thereunder,
then without prejudice to any other remedy City may have, Developer shall pay City for
such amounts, and the City may offset any such fines, assessments, penalties or liability
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of any nature resulting from such violation against amounts due and owing to the
Developer hereunder.
SECTION 7. Waiver of Lien Rights. Developer covenants and agrees to obtain
specific lien waivers from all of Developer's subcontractors, materialmen, and/or
suppliers and provide the same to the City as provided for herein. Should City be
required to pay monies to any person asserting a claim of lien under Chapter 5, Title 45,
Idaho Code, as a result of the acts or omissions of Developer, then, and in that event, City
may, without prejudice to any other remedy it may have, offset the amount so paid by
City against the amounts owed to Developer hereunder.
SECTION 8. Warranties: Inspections. Developer warrants and guarantees to
City that all materials and fixtures provided by Developer herein will be new unless
otherwise specified, and that all work will be of good quality and free from faults or
defects and in accordance with the requirements of this Agreement and of any
inspections, tests or approvals referred to in the next preceding paragraph. All faulty or
defective work, and all work not in conformity with the requirements of this Agreement
or required inspections, tests or approvals shall be considered defective.
Should City or any other public entity or authority having jurisdiction require any
work to be specifically inspected, tested or approved, Developer will give the inspecting
public authority or entity timely notice that it is ready for such tests, inspections or
approvals. Developer will furnish to City the any certificates of inspection not produced
by the City attesting their approval. The cost of all such inspections, tests and approvals
shall be included in the cost of construction to be reimbursed to Developer.
If required by City prior to approval of final cost reimbursement, Developer will
promptly correct any defective work. If Developer does not correct such defective work
within a reasonable time as specified in a written notice from City in accordance with the
notices' provisions hereof, City may have the deficiency corrected or the rejected work
removed and replaced. All direct or indirect costs of such correction and removal and
replacement, including compensation for additional professional services, if necessary,
may be offset from any amounts due and owing by City to Developer.
Developer shall assign to City any warranties received from any manufacturers,
suppliers or subcontractors in connection with the work.
SECTION 9. Clean Up. Developer warrants unto City that, upon completion of
the work provided for herein, Developer shall leave no scraps, leftover materials or waste
on the job site.
SECTION 10. Workers' Compensation Insurance. Developer warrants to City
that Developer has obtained workmen's compensation coverage for all employees of
Developer in accordance with the Workmen's Compensation Laws of the State of Idaho,
Chapter 2, Title 72, Idaho Code. It is understood and agreed between the parties hereto
that Developer is an independent contractor and is not the employee of City. Developer
hereby waives and releases any right to assert a claim, under Chapter 2, Title 72, Idaho
Code, against the City and covenants to hold the City harmless from any such claims by
Developer or Developer's employees or their assigns.
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SECTION 11. Insurance. Developer agrees to secure and maintain, at its own
expense and with companies satisfactory to City, the following insurance coverages:
(a) Workers' compensation as required above.
(b) Comprehensive or commercial general liability for at least
$1,000,000.00 combined single limit for bodily injury and/or property damage
liability, which shall remain in full force and effect at all times that this
Agreement is in effect. The policy must include an endorsement naming City and
its officers, agents and employees as additional insureds and an endorsement
affording 30 days prior written notice of cancellation to City in the event of
cancellation or reduction in coverage. Certificates of insurance and related
endorsements demonstrating that the above requirements have been met shall be
delivered to City at its request.
SECTION 12. Indemnification. Developer shall indemnify and save harmless
City, including its officers, agents and employees, of and from any and all claims,
demands, causes of action, damages, costs, expenses, actual attorney fees, losses or
liability, in law or in equity, of every kind and nature whatsoever arising out of or in
connection with Developer's operations to be performed under this Agreement, including
but not limited to personal injury, bodily injury, death to persons, and/or damage to
property caused or alleged to be caused in whole or in part by any negligent act or
omission of Developer or anyone directly or indirectly employed by Developer or anyone
for whose acts Developer may be liable.
SECTION 13. Remedies for Failure of Performance. If Developer should neglect
to complete the work in accordance with the terms hereof the City, after ten (10) days'
written notice to Developer may, without prejudice to any other remedy it may have, (a)
make good such deficiencies and the cost thereof, including compensation for additional
professional services, may be offset against amounts due Developer; and (b) withhold
payment of any monies due Developer pending corrective action to the extent required by
and to the reasonable satisfaction of City. If the payments then or thereafter due
Developer are not sufficient to cover such amount, Developer shall pay the difference to
City.
SECTION 14. Termination. If Developer fails to commence and satisfactorily
continue correction of a default within ten (10) days after receipt by Developer of written
notice of such default, the City may terminate Developer's right to perform under this
Agreement and complete the work on its own account. All of the costs incurred by City
in performing Developer's work shall be deducted from any monies due or to become
due Developer.
SECTION 15. Notices. All notices and other communications hereunder shall be
in writing and/or e-mail and shall be deemed duly given (a) on the date of delivery, if
delivered personally, or by e-mail, upon confirmation of receipt, (b) on the first business
day following the date of dispatch if delivered by a recognized next -day courier service,
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or (c) on the third business day following the date of mailing if delivered by registered or
certified mail, return receipt requested, postage prepaid. All notices shall be delivered as
set forth below or pursuant to such other instructions as may be designated in writing by
the party to receive such notice.
If to City:
If to Developer:
City of Eagle
Attention: Stan Ridgeway
660 E. Civic Lane
Eagle, Idaho 83616
E-mail: sridgeway@cityofeagle.org
C & 0 Development, Inc.
Attention: Dennis Baker
250 S. Beechwood, suite 120
Boise, ID 83709
E-mail: dennis@baker-properties.net
SECTION 16. Attorney Fees. In the event of any action commenced between the
parties hereto to enforce the terms hereof, the prevailing party in any such action shall be
entitled to recover from the other party its costs of suit, its reasonable attorneys' fees,
accounting fees actually incurred, and such other costs as may be allowed by the Court.
SECTION 17. Entire Agreement. This Agreement constitutes the entire
agreement between the parties and shall not be modified except in writing executed by all
parties hereto.
SECTION 18. Binding Effect. This Agreement shall be binding upon the heirs,
administrators, executors, successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties have hereto affixed their respective
signatures the day and year first above written.
DEVELOPER:
C & 0 Development, Inc.
B-c—N k......____,
Dennis
.- -
Dennis M. Baker, President
CITY:
City
By:
Stan Ridgeway, Mayo
ATTEST:
Sharon : ergmann, City
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EXHIBIT A
Location of Restroom
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w-rrolvAND PARKING ENLARGEMENT
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SITE CONSTRUCTION LEGEND
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CALLOUT LEGEND
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RESTROOM LAYOUT EXHIBIT
EXHIBIT B
Description of Work; Plans and Specifications
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JANUARY 2017
SIMILAR STRUCTURE
SKATE PARK RESTROOM - EAGLE SPORTS COMPLEX
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MATERIALS:
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FLOOR PLAN
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I. WALLS: SPLIT -FACE CMU -GRAY
COURSE N4, 1/12, #14 - SMOOTH FACE; GRAY
2. ROOF: STANDING -SEAM METAL - FOREST GREEN / HUNTER GREEN
3. EXTERIOR LIGHTS: LITHONIA WST HIGH PRESSURE SODIUM
WALL MOUNTED LIGHT:
FULL CUT-OFF DOWNLIGHT DISTRIBUTION:
COLOR -MATCH CMU BLOCK
4. DOWNSPOUTS: METAL; COLOR TO MATCH ROOF
5. AC ENCLOSURE SCREEN • WROUGHT IRON
EAGLE SPORTS COMPLEX
BMX RESTROOM / CONCESSION FACILITY
EAGLE, IDAHO
HOLLADAY
ENGINEERING CO.
0101 • CO1fULTANn
77 N Main • PO Bot 777 • Payette. ID 47141
7141477704 • McQMlboayonomnnnq.eom
EXHIBIT C
Cost Breakdown/Estimate
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April 5, 2018
Pamela Baker Park Restroom - preliminary cost estimate using conceptual plan information
Scope of Work included:
Clear, grub building site
Prep building pad with 12 inches of 3/2" compacted gravel
Excavate and backfill foundation
Form, place and finish reinforced concrete foundation
Form place and finish interior concrete slab
Form place and finish exterior flatwork
12" insulated, split face CMU exterior walls, colored and reinforced
8" std smooth CMU interior walls
Wood Hip truss roof
Standing seam Metal Roofing
Fiber Cement board soffit
Roof insulation
Hollow metal doors, frames
Drywall lid inside space
Interior wall/ceiling/soffit painting
Sealed concrete slab
Restroom accessories and partitions
Access panels for plumbing, as necessary
Plumbing, including standard porcelain fixtures, d/w/v piping, electric water heater
Electrical, standard cony. Outlets, lights, switches, panel, and equipment connections
HVAC exhaust fans, heaters, louvers
Specific exclusions:
Building Permit fee, Planning Fee, Fire Review Fee
Impact Fees
Fire Suppression System
Landscaping
Stainless Steel fixtures/specialty equipment
Winter weather protections
Dewatering, on-site drainage
Clarifications:
Assumes water/sewer/power connections within 50 feet of structure
Estimate of the above costs with exclusions: $225,000
Estimate of Architectural/Engineering Fees
Total estimated cost with exclusions
$25,000
$250,000
Estimated cost subject to change upon development of final plans and specifications