Mou/Moa - 2016 - Cost Share Engineering Services For Right In/Right Out - 3/25/2016MEMORANDUM OF AGREEMENT
FOR COST SHARING OF ENGINEERING SERVICES
This MEMORANDUM OF AGRE MENT FOR COST SHARING OF ENGINEERING
SERVICES ("Agreement") is made this 451 day of March, 2016 ("Effective Date"), by and between
the City of Eagle, a municipal corporation organised under the laws of the State of Idaho ("City"),
the Eagle Urban Renewal Agency, an urban renewal agency organized under the laws of the State of
Idaho ("EURA"), the Eagle Fire Protection District, a governmental entity organized under the laws
of the State of Idaho, Pacific West Communities, Inc., an Idaho corporation and Eagle 26, LLC, an
Idaho limited Liability company. The above noted individuals and entities may individually be
referred to as "Party" and collectively be referred to as "Parties".
WHEREAS, the Parties desire to cooperate and work together regarding the preparation of
engineering construction drawings and an estimate of construction costs for a right -in, right -out
access on the north side of State Highway 44 generally at the halfway point between N. Eagle Road
and Edgewood Lane and a collector roadway connecting the right -in, right -out access to the Plaza
Drive extension;
WHEREAS, the Parties desire that Pacific West Communities, Inc. and Eagle 26, LLC be
combined and be considered one entity for purposes of contribution toward the costs of engineering
services;
WHEREAS, the Parties desire to share equally the costs of preparing the engineering
construction drawings and an estimate of construction costs as described above;
WHEREAS, the Parties desire that the EURA contract with an engineering firm to prepare
the engineering construction drawings and an estimate of construction costs and then bill each of the
Parties for their share of the associated costs;
WHEREAS, the Idaho Transportation Department ("ITD") requires the preparation and
submission of engineering construction drawings and an estimate of construction costs prior to
approval and issuance of a right -in, right -out access pernut;
WHEREAS, the Ada County Highway District ("ACHD") requires the preparation and
submission of engineering construction drawings and an estimate of construction costs prior to
authorizing construction of a collector roadway connecting the right -in, right -out access to the Plaza
Drive extension;
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:
MEMORANDUM OF AGREEMENT FOR COST SHARING - ENGINEERING SERVICES PAGE 1 OF 5
I. EURA's RESPONSIBILITIES.
A. Preparation of a Request for Qualifications ("RFQ") and Selection. The EURA will
prepare an RFQ in accordance with Idaho Code Section 67-2320 and seek the services of a qualified
engineering firm to prepare the engineering construction drawings and an estimate of construction
costs (hereinafter referred to as "engineering services") for a right -in, right -out access on the north
side of State Highway 44 generally at the halfway point between N. Eagle Road and Edgewood Lane
and a collector roadway connecting the right -in, right -out access to the Plaza Drive extension. The
EURA will work with the Parties in preparing the RFQ. The EURA will receive the responses to the
RFQ and allow a committee comprised of one representative from each of the Parties to review the
responses and make a recommendation to the EURA regarding the selection of an engineering firm
to perform the desired services. The final determination as to issuing the RFQ and which
engineering firm will be selected will be made by the EURA. The EURA will be the entity to
contract with the engineering firm it deems best suited to perform the engineering services, if any.
The Parties estimate the cost to perform the engineering services to be approximately thirty-
five thousand dollars ($35,000.00). The Parties agree to share the cost of the engineering services
equally, even if it exceeds the estimated cost. The EURA will bill the other Parties and the other
Parties will pay their applicable share in accordance with the terms of this Agreement.
H. OTHER PARTIES' RESPONSIBILITIES.
A. Payment. Within thirty (30) days of receipt of EURA's invoice, each Party shall provide
payment to EURA in the amount of its applicable share as billed by EURA.
B. Recommending Committee. Each Party agrees to appoint one representative to participate
on the committee that will review the responses to the RFQ and make a recommendation to
the EURA regarding the selection of an engineering firm. The Parties understand and agree
that the final decision as to which firm to hire, if any, rests with the EURA. If a Party fails to
appoint one representative to the committee or their representative fails to attend any
committee meeting, the committee may still proceed to do its business.
C. Combined Entities. The Parties agree that solely for purposes of contributing toward the
total cost of engineering services under this Agreement that Pacific West Communities, Inc.
and Eagle 26, LLC will be considered to be one entity responsible for a single share of the
total cost. Pacific West Communities, Inc. and Eagle 26, LLC will advise the EURA how
they intend to divide the single share of the costs and EURA will invoice each entity.
However, all Parties agree that Pacific West Communities, Inc. and Eagle 26, LLC shall be
jointly and severally liable for the entire amount of the single share so that if one does not
pay its portion of the single share, then the EURA may collect the entire amount of the single
share from either Pacific West Communities, Inc. or Eagle 26, LLC.
MEMORANDUM OF AGREEMENT FOR COST SHARING - ENGINEERING SERVICES PAGE 2 of 5
III. GENERAL TERMS.
A. Term. This Agreement begins immediately upon execution and shall remain in effect
through September 30, 2016, or until the engineering services are completed and final
payment is made by each of the Parties, whichever occurs first.
B. Notice. Notice required to be provided by the Parties under this Agreement shall be in
writing and be deemed communicated when mailed by United States mail, addressed as
follows:
City of Eagle
Attn: Mayor Stan Ridgeway
660 E. Civic Lane
Eagle, ID 83616
Eagle Fire Protection District
Attn: Chef Mike Winkle
1119 E. State Street, Suite 240
Eagle, ID 83616
Eagle 26, LLC
Attn: Managing Member Barry Marcus
Managing Member Greg McVay
737 N. 7th Street
Boise, ID 83702
Eagle Urban Renewal Agency (EURA)
Attn: Chairman Jeff Kunz
P.O. Box 1957
Eagle, ID 83616
Pacific West Communities, Inc.
Attn: President/CEO Caleb Roope
430 E. State Street, Suite 100
Eagle, ID 83616
A Party may change its address for the purpose of this paragraph by giving formal notice of
such change to the other Parties in the manner herein provided.
C. Entire agreement; modification. This Agreement embodies the entire agreement and
understanding between the Parties pertaining to the subject matter of this Agreement, and
supersedes all prior agreements, understandings, negotiations, representations, and
discussions, whether verbal or written, of the Parties pertaining to that subject matter. The
Agreement may not be changed, amended, or superseded unless by means of writing
executed by all Parties hereto.
D. Termination. This Agreement may be terminated by the EURA in whole, or in part, due to
convenience or nonappropriation upon providing thirty (30) days written notice to the other
Parties. The Agreement may also be terminated if all Parties agree in writing that the
continuation of the project is not in the Parties' best interest and with such termination being
effective immediately upon the effective date of the written agreement. If this Agreement is
terminated, then the Parties agree that they will equally share the costs of the engineering
services performed to the date of termination and any other termination costs billed by the
engineering firm to the EURA in accordance with the agreement between the EURA and the
MEMORANDUM OF AGREEMENT FOR COST SHARING - ENGINEERING SERVICES PAGE 3 OF 5
engineering firm. EURA will bill the other Parties for their share of these costs and the other
Parties agree to pay said billing in accordance with the terms of this Agreement.
E. Future development and construction costs not covered. This Agreement does not
constitute a commitment by any of the Parties to do anything outside the scope and terms of
this Agreement, including without limitation, proceeding with further engineering services or
any development of the property and construction of improvements depicted in the
engineering construction drawings. Future development, if any, of the properties depicted in
the engineering construction drawings and further expenditure of funds are explicitly
excluded from this agreement. Any future development and commitment of aiIditional funds
may only be addressed in separate written agreement negotiated between the Parties.
F. Hold harmless. For purposes of or in furtherance of this Agreement, each Party and each of
its employees, agents, contractors, officials, officers, servants, guests, and/or invitees, shall
save and hold harmless the other Parties from and for any and all losses, claims, actions,
judgments for damages, or injury to persons or property and losses and expenses caused by
that Party's employee, agent, contractor, official, officer, servant, guest, and/or invitee
thereof.
G. Severability. If any part of this Agreement is held to be invalid or unenforceable, such
holding will not affect the validity or enforceability of any other part of this Agreement so
long as the remainder of the Agreement is reasonably capable of completion. The invalidity
or unenforceability of any particular provision of this Agreement shall not affect the other
provisions, and this Agreement shall be construed in all respects as if any invalid or
unenforceable provision were omitted.
H. Applicable Law. The Agreement shall be govemed by the laws of the State of Idaho and
jurisdiction for any disputes arising hereunder shall be in the Fourth Judicial District, Ada
County, State of Idaho.
L Authority to Sign. The Parties warrant that they have the capacity and authority to sign this
Agreement and to accept the promises specified in it. All corporate or other action on the
part of each party necessary for the performance of its obligations under this Agreement has
been taken prior to the signing of this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on this
day of March, 2016.
EAGLE URBAN RENEWAL AGENCY:
Attest:
,/
Lindsey Pre Weasel, Secretary
MEMORANDUM OF AGREEMENT FOR COST SHARING - ENGINEERING SERVICES PAGE 4 OF 5
CITY OF EAGLE:
Attest:
Ridgeway, Mayor Sharon ergmann, City Clerk
./44A-°`—c • V__
EAGLE FIRE PROTECTION DISTRICT:
Attest:
anrLtu1ffi
Mike Winkle, Fire Chief Angi McB de, Administrative Manager
PACIFIC WEST COMMUNITIES, INC.:
aleb Roope, President/CEO
EAGLE 26, LLC:
1 V\PPC
Barry Marcus, Man ging Member
Greg McVay, Managing Member
MEMORANDUM OF AGREEMENT FOR COST SHARING - ENGINEERING SERVICES PAGE 5 OF 5