HomeMy Public PortalAbout2023.12.14 Flight Path Bike Park_Donation Agreement - Final w_exhibitsPark Donation Agreement
December 28, 2023
PARK DONATION AGREEMENT
THIS PARK DONATION AGREEMENT (the “Agreement”) is entered into by and
between the Central Idaho Mountain Bike Association, Inc., an Idaho Non-Profit Corporation
(“CIMBA”), and the City of McCall, an Idaho municipal corporation (“McCall City” or the
“City”), by and through its Department of Parks and Recreation, effective as of the date this
Agreement first becomes fully executed by the parties hereto. CIMBA or McCall City may be
separately referred to as a “Party,” and together as the “Parties.”
WHEREAS, CIMBA is an Idaho Non-Profit Corporation working pro-actively to
cooperatively develop projects and initiatives; and
WHEREAS, McCall City owns and operates a park known as “Frisbee Park” or
“Airport Approach Parcel,” currently designated as parcel RPM00000163090, and also
currently designated as parcel RPM00000163605, McCall, Valley County, Idaho, which is more
particularly described and depicted on Exhibit A (attached and incorporated herein by reference);
and
WHEREAS, the CIMBA desires and has offered to make improvements and renovations
within Frisbee Park by constructing, developing, and donating to the City a Bike Skills Park with
Jump Lines (the “Park Improvements”); and
WHEREAS, the CIMBA desires to significantly assist McCall City’s Department of Parks
and Recreation in achieving the goal of providing recreation options for children and adults; and
WHEREAS, the City and the CIMBA, by working together, can achieve greater public
benefits at a lower cost than either Party acting alone; and
WHEREAS, the City represents to CIMBA that it has authority to accept the donation of
the Park Improvements pursuant to Idaho Code Section 50-301; and
WHEREAS, CIMBA will contract for construction of the Park Improvements, at
CIMBA’s sole cost and expense, with a third-party contractor or contractors who shall warrant and
represent that any such contractor or contractors are licensed in accordance with the provisions of
Title 54, chapter 19 of the Idaho Code, and that the construction plans will be prepared and
reviewed in accordance with Idaho Code Section 54-1218.
NOW THEREFORE, in consideration of the foregoing, each being incorporated into this
Agreement and not mere recitals, and also in consideration of the mutual promises and covenants
made herein, the CIMBA and the City do hereby agree as follows:
A.Scope. This Agreement shall apply to the design, permitting, engineering, renovation,
redevelopment, and construction of the Park Improvements, as described and depicted by
Exhibit B (attached and incorporated by reference).
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B. Project Schedule. CIMBA shall use reasonable business efforts to have its contractor
complete construction within a reasonable time, but neither Party shall be responsible or
liable to the other for delays.
C. Property to be Developed.
1. The Parties acknowledge that the property on which the Park Improvements will
be constructed belongs to the City. The Parties agree to execute a Licensed Entry
for Construction Agreement in the form of Exhibit C (attached and incorporated
by reference). Further, the Parties will work cooperatively to determine the timing
of construction and location of construction activities, staging, and storage of
materials necessary for construction.
D. Responsibilities of Each Party.
1. The CIMBA shall:
i. Plan, design, and construct the Park Improvements as permitted by the City,
at CIMBA’s sole cost and expense, subject to the standards specified herein
upon the location as depicted by the exhibits to this Agreement. At all times
CIMBA shall maintain the Park Improvements and the Frisbee Park
parcel(s) free of all liens and incumbrances of any kind or nature, and shall
immediately upon written demand satisfy and pay any such liens which may
attach to the Frisbee Park parcels or the Park Improvements, and shall
furthermore completely indemnify and defend the City from any and all
claims which may arise against the City as a direct or proximately caused
result of the actions or activities of CIMBA and or its agents;
ii. Manage the overall design and construction, and shall have full authority to
determine the schedule for completion of the Park Improvements, provided
that CIMBA uses reasonable business efforts to complete the Park
Improvements in a timely manner;
iii. Coordinate with and provide bi-weekly reports to the City’s designated
project manager regarding the design, planning, and construction of the
Park Improvements; and
iv. Coordinate with and develop a shared maintenance agreement with the
City’s Parks Department until such a time the Parks Department can
adequately justify and fund full maintenance responsibilities of the facility.
v. Upon installation and written acceptance of any of the Park Improvements,
the same shall be thereby donated to McCall City, at no cost or expense to
the City, and free of any liens or incumbrances. The City may, from time to
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time, demand a Bill of Transfer and Assignment of Ownership in the form
attached hereto as Exhibit D which shall depict all such donated property
and improvements.
2. McCall City shall:
i. Designate a project manager to work with the CIMBA and its employees
and agents, including the contractor or contractors (“CIMBA’s Related
Parties”);
ii. Coordinate with and develop a shared maintenance agreement and program
with the CIMBA until such a time the Parks Department can adequately
justify and fund full maintenance responsibilities of the facility.
iii. Following the donation and acceptance of the Park Improvements, the City
shall be deemed to have assumed all liability and risks associated with the
Park Improvements as provided herein.
3. Assignment. Only with the written consent of the other Party, either Party may
assign any of its responsibilities under this Agreement, provided that the assignee
assumes all obligations, warranties, covenants, and agreements of the assigning
Party that are contained in this Agreement with regard to the assigned
responsibilities.
E. Standards for Design and Construction.
1. All Park Improvements shall be designed and constructed in accordance with all
applicable federal codes and regulations, state statutes, and local ordinances,
including, but not limited to, Title VI of the Civil Rights Act of 1964 and its
implementing regulations in 43 C.F.R. part 17, and title 54, chapter 19 of the Idaho
Code (“Laws and Regulations”).
2. CIMBA shall require in its contracts with the Related Parties that such Related
Parties must comply with all applicable Laws and Regulations related to the safety
of persons or property, or to the protection of persons or property from damage,
injury, or loss; and shall erect and maintain all necessary safeguards for such safety
and protection. CIMBA shall, within seven (7) days of written request, disclose any
and all documents, agreements, receipts or contracts associated with the
construction of the Park Improvements to the City.
3. Prior to the commencement of construction, all designs, plans, and engineering
documents must be reasonably approved in writing by the City’s project manager.
If the designs, plans, and engineering documents are not reasonably approved by
the City’s project manager and the Parties cannot agree as to the designs, plans, and
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engineering of the Park Improvements, either Party may terminate this Agreement
upon written notice to the other party. CIMBA must apply for and obtain all
required approvals and permits applicable under McCall City Code.
4. The CIMBA shall exercise due diligence in the design, planning, and construction
of the Park Improvements and shall ensure reasonable progress and timely
completion of the Park Improvements.
5. The CIMBA shall exercise good judgment and best practices in the construction of
the park improvements leaving the site and laydown areas tidy, safe, and well
signed or fenced to avoid public safety risks, the City may conduct periodic safety
inspections and CIMBA will undertake such safety measures as may be prescribed
by the City from time to time.
6. Prior to donation of the Park Improvements, CIMBA shall have all ride features
ridden and tested by a professional mountain bike rider(s) acceptable to the City
and approved in writing and shall make all necessary documented modifications to
park features as deemed necessary and recommended by professional rider(s). Such
professional rider recommendations shall be provided to the City in writing within
ten (10) days’ of receipt by CIMBA.
7. Prior to donation of the Park Improvements, the City shall inspect the Park
Improvements to ensure compliance with all federal codes and regulations, state
statutes, and local ordinances, to verify the Park Improvements conform to the
approved designs and plans, and to determine that the Park Improvements were
properly installed and constructed.
8. If, following the City’s inspection the Park Improvements comply with all federal
codes and regulations, state statutes, and local ordinances, and the approved designs
and plans, and CIMBA and the City have entered into a written agreement for the
maintenance of the Park Improvements, then the City shall proceed to accept the
donation of the Park Improvements at no cost or expense to the City pursuant to the
terms of the Bill of Transfer and Assignment of Ownership attached hereto as
Exhibit D. If the Park Improvements do not conform to the standards provided
herein, then CIMBA shall make such changes and modifications as required in the
City’s reasonable discretion. The City may, at any time, enter into and upon the
Frisbee Park Premises, and with five (5) days’ written notice to CIMBA may take
such actions as are necessary to complete the Park Improvements, or to modify the
Park Improvements in such a way as to bring them into compliance with applicable
standards, or to make the same safe for use by the Public. The reasonable cost of
such remedial actions shall be paid to the City by CIMBA within thirty (30) days
of written invoice delivered to CIMBA.
9. CIMBA shall assign any and all warranties from its contractor and any third parties
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to the extent such rights can be transferred and assigned to the City. Upon transfer
of the Park Improvements to the City as provided herein, CIMBA shall have no
further liability pursuant to the terms of this Agreement.
10. Prior to the commencement of any construction, the City shall review and approve
of the terms of the construction contract to be entered into between CIMBA and its
contractor and related construction professionals and advisors for the construction
of the Park Improvements.
F. Indemnification and Insurance.
1. CIMBA shall indemnify, save, defend, and hold the City harmless from all losses,
claims, actions, or judgments for damages or injury to persons or property and
losses and expenses, arising, arisen, or to arise from or relating to the Licensed
Entry for Construction Agreement, Park Improvements, or the premises and
negligently caused or incurred, directly or indirectly, by the CIMBA, its
contractors, servants, agents, employees, guests, and business invitees, and not
directly or indirectly caused by or arising out of the negligent conduct of McCall
City or its officers, employees, contractors, or representatives.
2. CIMBA shall maintain (and shall ensure their respective contractors maintain)
liability insurance, self-insurance, or a combination of liability insurance and self-
insurance in which the City shall be named as an additional insured, with minimum
liability limits of $1,000,000 per occurrence and $2,000,000 aggregate. The limits
of insurance shall not be deemed a limitation of the covenants to indemnify and
save and hold harmless. The policies shall provide coverage on an occurrence basis
rather than a claims-made basis. The City shall be listed as an “additional insured”
on any such policy.
3. CIMBA shall ensure all its contractors maintain, workers’ compensation insurance
and employer’s liability insurance, as required by Idaho law, and shall comply with
all statutes, rules, and regulations regarding workers’ compensation insurance.
4. CIMBA shall ensure all its contractors maintain, commercial automobile insurance
with a minimum liability limit of $1,000,000.
5. If CIMBA provides or furnishes professional services under this agreement,
through a delegation of professional design services or otherwise, then CIMBA
shall be responsible for purchasing and maintaining applicable professional liability
insurance. This insurance shall provide protection against claims arising out of
performance of professional design or related services, caused by negligent error,
omission, or act for which the insured party is legally liable. It shall be maintained
throughout the duration of the agreement and for a minimum of two years after
substantial completion. If such professional design services are performed by a
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subcontractor, then the requirements of this paragraph may be satisfied through the
purchasing and maintaining of such insurance by the subcontractor.
6. Prior to commencing construction of the Park Improvements, CIMBA shall provide
the City with certificates of insurance or other proof of insurance evidencing
CIMBA’s or its contractors' compliance with the requirements of this Section F
and shall file such proof of insurance with the City at the address listed in this
Agreement. In the event the insurance minimums of the Idaho Tort Claims Act after
notification from the City are changed to exceed the insurance limits in this
contract, CIMBA shall immediately submit proof of compliance with the changed
limits.
7. No Waiver or Limitation. As to any liabilities, claims, suits, actions, damages,
and causes of action alleged or instituted by any person not a party to this
Agreement, nothing in this Agreement shall be interpreted to limit or waive any
privileges, immunities, protections, limits, or defenses available to either Party,
including (but not limited to) those afforded to McCall City as a political
subdivision of the state of Idaho under the Idaho Constitution, the Idaho Tort
Claims Act, or any other applicable law.
G. General Provisions.
1. Attorney Fees. Should litigation between the Parties result from this Agreement,
the prevailing Party shall be entitled, in addition to any other relief, to court costs
and reasonable attorney fees. This paragraph shall constitute a separate contract
between the Parties, and shall survive any default, termination, expiration, or
forfeiture of this Agreement.
2. Binding upon Successors. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors, assigns, and personal
representatives.
3. No Third-Party Rights. This Agreement is not intended to create, nor shall it be
interpreted or construed to create, any rights in a person not a party hereto.
4. Amendments. Any amendment to this Agreement must be in writing and signed
by all Parties.
5. Termination.
i. Upon termination of this Agreement for any reason, each Party shall be
separately responsible for paying its own costs and expenses. The
warranties, and indemnity and defense provisions of this Agreement shall
survive termination.
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ii. In the event of a breach of the terms of this Agreement by either party, the
non-defaulting party shall give a ten (10) day written notice of default to the
alleged defaulting party and such party shall have the right to cure such
default within such ten (10) day time period. If the default is not cured
within such ten (10) day time period, then the non-defaulting party shall be
entitled to send a notice of termination in compliance with the notice
provision set forth in Section H.
iii. This Agreement may be terminated at the City’s discretion, at any time upon
delivery of written notice to CIMBA.
6. Severability. If any provision of this Agreement is held invalid, illegal, or
unenforceable, the remainder shall be construed to conform to the intent of the
Parties and shall survive the severed provisions.
7. Counterparts. This Agreement may be signed in counterparts, all of which, taken
together, shall constitute a single Agreement.
8. Non-Discrimination. Both Parties hereto, by exercising any rights granted by this
Agreement, shall not discriminate, or permit discrimination, against any person or
group of persons in any manner on the grounds of race, color, sex, religion, national
origin or ancestry, age, disability, or sexual orientation or gender identity or
expression. Non-compliance constitutes a breach of this Agreement, and, in the
event of non-compliance by a Party, the other Party may terminate this Agreement
immediately by notifying the other Party, in writing, of such termination after the
expiration of the applicable cure period as provided herein.
9. Authority. Each Party represents to the other Party that it has the authority to enter
into this Agreement and perform its respective obligations under this Agreement.
10. Prior Agreements. All prior written agreements between the parties related to the
donation of the Bike Skills Park Improvements are hereby superseded by this
Agreement and the Right of Entry Agreement to be executed concurrently with this
Agreement.
H. Notices.
1. Addresses. Every notice required by this Agreement shall be in writing and deemed
delivered when deposited in the U.S. Mail, Certified Mail, return receipt requested,
or by electronic mail, addressed as follows:
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To McCall City: To CIMBA:
Kurt Wolf, Director Matthew Brewster, President
Department of Parks and Recreation Central Idaho Mountain Bike
Association
216 E Park St PO Box 744, McCall, ID 83638
McCall, Idaho 83638 McCall, Idaho 83638
With a Copy To:
William L. Punkoney
Canyon Park at The Idaho Center
5700 E. Franklin Rd. Suite 200
Nampa, ID 83687
2. Change of Address. A Party may change or update its address by notifying the
other Party as provided herein.
Signature page follows
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IN WITNESS WHEREOF, each Party executed this Agreement, the date first written
below.
CIMBA: MCCALL CITY:
By: By:
Matthew Brewster, Robert S. Giles,
its President its Mayor
Date: Date:
ATTEST:
BessieJo Wagner, City Clerk
EXHIBITS:
Exhibit A Legal Descriptions for the Frisbee Park Parcels
Exhibit B Plans for the Park Improvements
Exhibit C Licensed Entry for Construction Agreement
Exhibit D Bill of Transfer and Assignment of Ownership
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EXHIBIT - A
Legal Description – Deed
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EXHIBIT - A
Legal Description – Deed
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• •
EX ECU TOR 'S DEED
THIS INDENTURE, made this 5 th day of S embe r • 954,
at Mc Call , Idaho , by GEORGE EDWARD SO ~TH, Jr., the duly
e.p po inte d, qual fled and ac ti Executor of the Es tat e of
George Edward S uth, deceased, pursuan t to appointment b y the
Prob ate Cour t of Valley· County, Idaho , the party of the first
part, and the Vill age of McCal , a muni c ipal corporation of
the State of Id ho, the party of the secon d part,
WI T NESS E TH :
That, whereas, under and by virtue of the statutes
of the State of Idaho, and purusant to legal notice given
thereof, the said party of the first part, on the Jrd day
of May, 1954, sold the following described real estate, situa-
ted in the said County of Valley, State of Idaho, and specified
and described in said notice of sale as aforesaid, and at such
sale the said p a rty of the second pa.rt became the purchaser of the
whole of said real estate hereinafter particul arly described
for the sum of TWO THOUSAND EIGHT HUND RED and no/lOOs ($2,8.00. 00)
DOLLARS, lawful money of the Uni te d States, it being the highest
and best bidde r, and that bei ng t he highest and b e st sum bid;
that said Probat e Court issued its Order confirming said sale
and direct ing a conveyance to b e execu ted to the said party
of the sec ond part, on the 13th d ay of May, 1954, a certified
copy of which Or der confirming s aid sale wa s recorded in the
offi ce of the Re cor de r of Valle y Count y , Idaho, wi th in whi ch
county the l and sold is situate, on the 14th day of September,
1954, and wh i c h said Order confi rming sale is now of record
in said recor d er's office in Bo ok JO of Deeds, at page 297,
which record is hereby referred t o and made a part of this
indenture.
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NOW, THEREFORE, the said GEORGE EDWARD SOUTH, Jr.,
as Executor of the Estate of George Edward South, deceased,
as aforesaid, the party of the first part, for and in con-
sideration of the sum of TWO THOUSAND EIGHr HUNDRED and no/lOOs
($2,800.00) DOLLARS, lawful money of the United States, to
him in hand paid by the said party of the second part, the
receipt whereof is hereby acknowledged, has granted, bargained,
sold and conveyed, and by these presents does grant, bargain,
sell and convey unto the said party of the second part, its
successors and assigns forever, all the right, title and in-
terest of the said George Edward South, deceased, and of his
said estate, and also all the right, title and interest that
the said estate, by operation of law or otherwise, may have
acquired, other than or in addition to that of said deceased
at the time of his death, in and to all that certain real
property situate, lying and being in the said County of Valley,
State of Idaho, more particularly described as follows, to-wit:
All of that portion of the NW! NW! Sec. 16
TWN 18 N, R 3 EBM, laying South of a ine
beginning at a point on said NW! NW! section
East boundary line a distance of 3401 South
of the ·established NE corner of said NW! NW!
Section; and thence running South 89° 34'
West 633' to the point where said line inter-
sects the East boundary line of the present
railroad right of way,
And all that portion of the swt NW! Sec. 16
TWN 18 N, R 3 E. B. M., laying East of the
East boundary line of the present railroad
right of way,
All of which bodies of land have an area of
31.27 acres more or less.
together with all the tenements, hereditarnents, and appurten-
ances whatsoever to the same belonging or in anywise apper-
taining.
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TO HAVE AND TO HOLD, all and singular the above
mentioned and described premises, together with the appurten-
ances, unto the said party of the second part, its successors
and assigns forever.
IN WITNESS WHEREOF, the said party of the first
part, as said Executor, has hereunto set his hand and seal
the day and year first above written.
STATE OF IDAHO
County of Valley
)
) as.
)
Exe~of tlie Estateot'
George Edward South, deceased
On this 15th day ofSept~,1954, before me, the
undersigned, a Notary Public in and for said State, personally
appeared GEORGE EDWARD SOUTH, Jr., known to me to be the person
whose name is subscribed to the foregoing instrument as the
Executor of the Estate of George Edward South, deceased, and
acknowledged to me that he executed the same as such Executor.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this certificate
first above written.
Residing at McCall, Idaho
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• -,. . -.
TO HAVE AND TO HOLD, all and singular the above
mentioned and described premises, together with the appurten-
ances, unto the said party of the second part, its successors
and assigns forever.
IN WITNESS WHEREOF, the said party of the first
part, as said Executor, has hereunto set his hand and seal
the day and year first above written.
STATE OF IDAHO
County of Valley
)
) as.
)
Exe~of tne Estateoi'
George Edward South, deceased
On this 1.5 th day of&pt.,, 1954, before me, the
undersigned, a Notary Public in and for said State, personally
appeared GEORGE EDWARD SOUTH, Jr., known to me to be the person
whose name is subscribed to the foregoing instrument as the
Executor of the Estate of George Ed.ward South, deceased, and
acknowledged to me that he executed the same as such Executor.
IN WITNESS WHEREOF, I have hereunto set my hand
and affixed my official seal the day and year in this certificate
first above written.
Residing at McCall, Idaho
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IN WITNESS WHEREOF, The said parties
and seals the day and year first above written.
SIGNED, SEALED AND DELIVERED IN PRESENCE OF
STATE OF IDAHO,
Countyof Y+
On this
of the first part have hereunto set their hands
.................................................................................... [Seal]
····································-·············-································ [Seal]
in the year 19 > o, before me
, a Notary Public
in and for said State, personally appeared ..,,e, ~ e_
known to me to be the person s whose name s are subscribed to the within instrument, and
acknowledged to me that t hey executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and
year in this certificate first above written. a/~ ,
./I .. ~ . .., __ 7 __ ir... ___ 1111_tA ___ c __ ~ ....... ,,,_-.,_,.J_························
Notary ublic for...!?:. S!a~_AJ f Idaho,
Residing at ~~ , Idaho.
-··1~r-·t "'·:·F~ AND PLATTED>
, .. ·:3 E.l'i', l../h'ILSON, ASSESSOR
c:.t{L_LJ.....: c; , .• , L "'·'r·.:-:;?~:::::Z:.~:9,DEPUTY , .. , '' C OUNTY , IDAHO
DocuSign Envelope ID: 03172009-DF5A-4ED3-AA98-61F2C458D601
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IN WITNESS WHEREOF, The said parties
and seals the day and year first above written.
SIGNED, SEALED AND DELIVERED IN PRESENCE OF
STATE OF IDAHO,
of the first part have hereunto set their hands
·-························-···---·-·····---·---······-·-·--------------------------[Seal]
--·----········------··--··-·----·--···--------·-------·-·-·--·-·-···------·---···-[Seal]
County of Y+
~ L/ day of tJ ~ in the year 19 ~ O, before me
~ c: Y~-~_____. On this
, a Notary Public
in and for said State, personally appeared .,,,e, ~ e ..R~ ~ ~f~,;zc
known to me to be the person s whose names are subscribed to the within instrument, and
acknowledged to me that t he y executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, the day and
year in this certificate first above written. ?} / ~ ·
_/.{ __ k. ,,__,_,,,...._._,. __ ,,.. __ ~ .. -f:_ 7 ___ 1-41 __ ~---""A-~-----·-· .. --·-.. -·--·--·--
Notary ublic for _..!_h: S~~_A>f Idaho,
Residing at ~~ , Idaho.
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•
613-WARRANTY DEED ~RINTEO AND IJ'OR SALE IIY 10AHO PR t NTCRAl'T[R8 , INC ., BOISE
T1ilS INDENTURE, Made this 24th day of OJtober
in the year of our Lord one thousand nine hundred and Fifty
George E. South ani Donna p. south, husband and wife~
of , County of Valley , State of
, between
Idaho
the part ies of the first part, and The Village of r.:ccall, a municipal cor p oration
of ?'1:cJall , County of
the part y of the second part.
WITNESSETH, That the said part ies
One and no/100 - - - -
•
valley , State of Idaho
of the first part, for and in consideration of the sum of
DOLLARS,
lawful money of the United States of America, and other valuable consideration
to them in hand paid by the said
part Y of the second part, the receipt whereof is hereby acknowledged, have granted, bargained
and sold, and by these presents do grant, bargain, sell, convey and confirm unto the said party
of the second part, and to its heirs and assigns forever , all of the following described real estate,
situated in Mc :Jal 1 , County of valley , State of Idaho , to-wit :
y
The North thirty (30) feet of Lot TWO (2), Block Two (2), and the south
thirty (30)'--reet of J,ot One (1) and the North thi'l'-ty (30) feet of Iot 'l\Vo (2)
in Block three (3), Geelan Addi'tion to the Townsite of Mc t)all, Idaho as the
same appears on the official plat on file and of record in the office of the
Recorder of Valley ~ounty, Idaho. This property to bl used as a .street and
to be known as STIBNITE AVENUE.
The East twenty (20) feet of Lots One (1), TWO (2), Three (3), Four (4), Five (5),
and Six (6), Blook Three (3), Geelan Addition to the Townsite of r1!c call, Idaho as
t:t:.e same appears on the official plat on file and of record in the office of the
Reoorder of Valley County, Idaho. 3aid property to be used to extend Thula Street
to a width of sixty (60) feet.
TOGETHER, With all and singular the tenements, hereq.itaments and appurtenances thereunto
belonging or in anywise appertaining, the reversion and reversions, remainder and remainders, rents
issues and profits thereof; and all estate, right, title and interest in and to the said property, as well
in law as in equity, of the said parties of the first part.
TO HA VE AND TO HOLD, All and singular the above mentioned and described premises, together
with the appurtenances , unto the part y of the second part, and to its heirs and assigns forever
and the said parties of the first part, and their heirs, the said premises in the quiet and peaceable
possession of the said party of the second part, its heirs and assigns, against the said part! es
of the first part, and their heirs, and against all and every person and persons whomsoever, lawfully
claiming or to claim the same shall and will WARRANT and by these presents forever DEFEND .
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INSURANCE :
AUTC
FI RE
TITLE
. ~r . .o
Ci y -
STATE.T ..
C. L. SCHOENHUT
VALLEY COUNTY ABSTRACT COMPANY
CASCADE, IDAHO
rov ;,. er 17, 19:-:
em a.k luc
1 .er ' s _
( .
,,, '· ,,,....,.
DocuSign Envelope ID: 03172009-DF5A-4ED3-AA98-61F2C458D601
INSURANCE :
AUTO
FIRE
TITLE
STATE.T
~ I :•' I
C. L. SCHOENHUT
VALLEY COUNTY ABSTRACT COMPANY
CASCADE, IDAHO
November 11, 1954
Mr. Robert H. Remaklus
City-
{Village of McCall)
Owner's Policy #42-SSO - - - - -134.oo
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e -v )Li e U
BOISE. IDAHO
Owner's Title Insurance Policy
$2, 0 .oo No. 2-550
FoR VALUE, IDAHO TITLE INSURANCE COMPANY, a corporation (incorporated under the laws of the State of
Idaho and duly authorized by the State Insurance Commissioner to insure titles in said state), hereinafter calle<l the
Company,
Does Hereby Insure
subject to the annexed conditions, hereby made a part of this policy,
---!IL J I (\ ~I CC Ui'.ICIP. L ,.~ORP OP TIO r Of ~ • .,
• .l. .u ---
heirs and devisees (or if a corporation, its successors) hereinafter called the Insured, against loss or damage not exceeding
__ -T'm HOUSA m E :Z. _T T J1i RED Am No /1ori ---Dollars,
which the Insured may sustain by reason of any defect in the lnsured's title to all the estate or interest in the premises
specified and hereinafter described or by reason of liens or incumbrances charging the same at the date of this policy,
saving and excepting, and this policy does not insure against loss or damage by reason of any estate or interest, defect,
lien, incumbrance or objection hereinafter set forth in the written or printed exceptions contained in this policy.
Any loss under this policy is to be established in the manner provided in said conditions and shall be paid upon
compliance by the Insured with and as prescribed in said conditions, and not otherwise.
IN WITNESS WHEREOF IDAHO TITLE INSURANCE COMPANY has caused these presents to be duly signed
by its President or Vice-President, attested by vts Secretary or Assistant Secretary and its corporate seal affixed this
day of PO .!. , 19 5 , at FIVE o'clock • M.
This policy not valid unless countersigned by
Valley County Abstract Company
by C. L. Schoenhut
VALLEY COUNTY ABSTRACT COMPANY
By
,c nenh t , 1 :anag 1
IDAHO TITLE INSURANCE COMPANY
By
Attest
Jfk~~
Pt·~
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e e ... I O .o
Page 2 Policy No. 2-550
SCHEDULE A
1. The Estate or interest covered by this policy:
F e e ~1.rr. ;:; esta
2. Description of the property, title to which ia insured by this policy:
-~-~h t por
T,'.,c, .... 'R i,",
_J -·· ~ •• ,
':':.'.'.!1... . .J .1. '"'S L
·, co n
633 ' t o
t e p rr->SP 11 t r :.~-:c.
J nr A. l t:,~tt [> 1r t i vn
3 M 3 . ' ' •. ' • ' l a.J L . ..;
rna. r i .::; .t c ~· W'J..Y ,
r,·, '°:·,: r: r:->J ti n 1 , ~0 ,vf1 S1i,. 6 J()"'cl-, ,'1 b e_
-,:,u+J-..1 .,, i1 · bP_;: ,·_,:___ ·1 a p o .J. i ':., ~.:,,_;_. ·-.:: t .4
l in .) 10 I Svl1 4:.h r.f' ti, ... cs a l i l 1Pd
thPl" e r lli~ g n r.l,'1 ci:-0 .,1 1 i•Ie:,t
ou da l ine o
ectio {., -,., i o t h , -, ~ an e
eas t, :.,ou.,d ~· ,,.:1 t! e ""~e ut r l.
'71 1 1 "' r:,unty, T t.o . .J.
-
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• & I I 4
Page J Policy No. !..J.2 -5;0
SCHEDULE B
This Policy does not insure against:
1 . Any state of facts an accurate survey and inspection would show; the existence of roads, easements or ways not
established of record, or.existence of public roads; water rights, water locations, mining rights; exceptions and reservations
in United States patents.
2. Rights or claims of persons in possession or claiming to be in possession, not shown of record; rights claimed under
instruments of which no notice is of record and rights or claims based upon facts of which no notice is of record but of
which the Insured has notice; material or labor liens of which no notice is of record .
3. Matters relating to special assessments and special levies, if any, preceding the same becoming fixed and shown
as a lien; taxes not yet payable; matters relating to vacating, opening o r other changing of streets or highways preceding
the final termination of the same.
4. Regulations and restrictions imposed by building and zoning ordinances or by a planning authority; any govern-
mental action based on the claim that any part of the insured premises is within or under navigable waters.
:.r;-:,'""l ~-S v "R,
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• I I • e ..
Page
CONDITIONS OF THE POLICY
.. . . .
I ') ,., , r, Policy No . ...J .:..-_ YJ
I. The Company shall have the right to, and will, at its own cost, defend the insured in all suits, actions or proceed-
ings founded upon a claim of title, incumbrance or defect which existed or is claimed to have existed prior in date to this
policy and not excepted herein; reserving, however, the option at any time of settling the claim or paying the policy in
full. In case any such suit, action or proceeding shall be instituted it shall be the duty of the insured at once to give notice
thereof in writing to the company at its Home Office, Title Insurance Building, 711 Bannock St., Boise, Idaho, and, if
the insured is a party to such suit, action or proceeding, to secure to the company, within ten days after service of the
first process upon the insured, the right to defend such suit, action or proceeding in the name of the insured so far as
necessary to protect the insured, and to render all reasonable assistance in such defense. If such notice shall not be given,
or the right to defend secured, as above provided, then all liability of the company with regard to the subject matter of
such suit, action or proceeding shall cease and be determined; provided, however, that failure to give such notice shall
in no case prejudice the insured if the insured shall not have any knowledge of such suit, action or proceeding.
2 . In the event of final judicial determination by a court of competent jurisdiction, under which the insured is dis-
possessed or deprived of the premises covered hereby or the estate or interest insured is impaired by reason of any adverse
interest, lien or incumbrance not excepted herein, or, if this policy covers a mortgagee's interest, and such final judicial
determination shall defeat or impair the mortgagor's title to all or any part of said premises or establish the priority to
the mortgage of a lien or encumbrance not excepted in this policy, claim may be made hereunder, provided the conditions
have been complied with in all respects . A statement in writing of any loss or damage, for which it is claimed the company
is liable under this policy, shall be furnished to the company within sixty'days after such loss or damage shall have been
ascertained. No right of action shall accrue under this policy until thirty days after such statement shall have been furnished
and no recovery shall be had under this policy unless an action shall have been commenced thereon within one year after
the expiration of said thirty days.
3 . The Company may at any time pay this policy in full, whereupon aU liability of the company shall terminate.
The total liability under this policy, exclusive of costs (the costs not including in any case fees of counsel or attorneys
employed by the insured), shall in no case exceed the face of the policy, and every payment by the company shall reduce
the policy by the amount paid. When the company shall have paid a loss under this policy it shall be subrogated to all
rights and remedies which the insured may have against any person or property with respect to such claim, or would have
if this policy had not been issued, and the insured shall forthwith transfer all such rights to the company accordingly. If
the payment made by the company does not cover the loss of the insured, such subrogation shall be proportionate. In case
this policy covers a mortgagee's interest only, the company may pay the insured the entire mortgage indebtedness, with
interest at the rate specified in the mortgage, and thereupon the insured shall assign and transfer to the company the
mortgage and the indebtedness secured thereby, together with all instruments evidencing or securing the same, or shall
convey to the company any estate lawfully vested in the insured by virtue of acquisition of said premises, and all liability
of the company shall thereupon terminate. Demand for payment must be accompanied by production of the policy for
endorsment of such payment. If the policy be not so produced, indemnity satisfactory to the company must be furnished .
4. The Company shall not be liable for any loss or damage resulting from the refusal of any party to enter into, or
carry out, any contract respecting the estate or interest insured.
5. If this policy covers a mortgagee's interest only and any insured acquires said premises, or any part thereof, by
foreclosure, or in other legal manner, in satisfaction of said indebtedness, or any part thereof, or under FHA insurance
contract, this policy shall continue in force in favor of such insured, and each successor in interest in ownership, subject
to all of the conditions hereof applicable to an owner of land.
6. Nothing contained in this policy shall be construed as an insurance against defects or incumbrances created sub-
sequent to the date hereof.
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r
..
1
1
.,
.,
Issued
by
VALLEY COUNTY
ABSTRACT CO.
CASCADE, IDAHO
.,
I
.I I I
.,
STATE OF IDAHO
DEPARTMENT OF INSURANCE
BOISE
TO WHOM IT MAY CONCERN :
I, JAMES HUBBARD, INSURANCE COMMIS-
SIONER OFTHESTATEOF IDAHO, DO HEREBY
CERTIFY THAT SATISFACTORY EVIDENCE IS
ON FILE IN THIS OFFICE SHOWING THAT
THE TITLE INSURANCE COMPANY
OF
BOISE, IDAHO
HAS ON DEPOSIT IN THE OFFICE OF THE
STATE TREASURER OF THE STATE OF IDAHO
APPROVED SECURITIES IN THE SUM OF
ONE HUNDRED THOUSAND DOLLARS
IN ACCORDANCE WITH THE INSURANCE
LAWS OF THE STATE OF IDAHO AND IS FULLY
QUALIFIED TO ISSUE POLICIES OF TITLE
INSURANCE ANYWHERE WITHIN THE STATE
OF IDAHO.
IN WITNESS WHEREOF. I HAVE HERE-
UNTO SET MY HAND AND AFFIXED THE SEAL
OF THE DEPARTMENT OF I NSURANCE OF THE
STATE OF IDAHO THIS 16TH DAY OF SEPTEM-
BER. A.O .. 1947
r
.,
I ..
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EXHIBIT B
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City of McCall Licensed Use Agreement for Flight Path Mountain Bike Park
Page 1
EXHIBIT C
LICENSED ENTRY FOR CONSTRUCTION AGREEMENT
THIS LICENSE AGREEMENT (the “Agreement”) is entered into by and between the
Central Idaho Mountain Bike Association, Inc., an Idaho Non-Profit Corporation (“CIMBA”), and
the City of McCall, an Idaho municipal corporation (“McCall City” or the “City”), effective as of
the date this Agreement first becomes fully executed by the parties hereto. CIMBA or McCall City
may be separately referred to as a “Party,” and together as the “Parties.”
RECITALS:
WHEREAS, the Parties entered into and executed that certain “Park Donation
Agreement” on ______ day of ____________, 2024; and
WHEREAS, the terms of the “Park Donation Agreement”, including the recitals are by
this reference incorporated in this Agreement as if fully set forth;
WHEREAS, CIMBA specializes in the construction of recreational facilities, particularly
mountain bike skills parks;
WHEREAS, City desires to allow CIMBA and its agents who are approved by the City
according to the Park Donation Agreement access to the Frisbee Park for the purpose of
constructing a mountain bike skills park with jump lines which is defined as “the Park
Improvements” in the Park Donation Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. GRANT OF LICENSE:
Subject to the terms and conditions of this Agreement, City hereby grants to CIMBA a non-
exclusive license to enter upon the City Park for the sole purpose of designing, constructing, and
completing the Park Improvements.
2. TERM:
The term of this Agreement shall commence upon execution and shall terminate upon written
notice from the City of Termination of the Park Donation Agreement, or upon the completion of
the Park Improvements and their acceptance and transfer to the City, as identified in the Park
Donation Agreement whichever occurs first. City may, at its sole discretion, extend the term for
a reasonable period if necessary.
3. SCOPE OF WORK:
Page 41 of 45
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City of McCall Licensed Use Agreement for Flight Path Mountain Bike Park
Page 2
CIMBA shall be responsible for the design, construction, and completion of the mountain bike
skills park with jump lines in accordance with the plans and specifications agreed upon by both
parties in the Park Donation Agreement.
4. INSURANCE:
CIMBA, its agents and contractors shall, at its own expense, procure and maintain
comprehensive general liability insurance which complies with the requirements of the Park
Donation Agreement.
5. INDEMNIFICATION:
CIMBA agrees to indemnify and hold harmless the City, its officers, employees, and agents,
from and against any and all claims, damages, losses, and expenses arising out of or resulting
from CIMBA's performance under this Agreement and the Park Donation Agreement.
6. COMPLIANCE WITH LAWS:
CIMBA shall comply with all applicable federal, state, and local laws, regulations, and
ordinances in the performance of the Park Improvements.
7. COMPENSATION:
No compensation shall be paid by the City to CIMBA under this Agreement. CIMBA shall bear
all costs associated with the design, construction, and completion of the Park Improvements.
8. NOTICES:
All notices required or permitted under this Agreement shall be in writing and shall be deemed
given when delivered as identified in the Park Donation Agreement.
9. GOVERNING LAW:
This Agreement shall be governed by and construed in accordance with the laws of the State of
Idaho.
10. MISCELLANEOUS:
(a) This Agreement constitutes the entire understanding between the parties and supersedes all
prior negotiations, understandings, and agreements, whether oral or written.
(b) This Agreement may only be amended in writing and signed by both parties.
(c) The terms of this Agreement shall be read in harmony with the terms of the Park Donation
Agreement, and in the event of a conflict the terms of the Park Donation Agreement shall be
controlling.
Page 42 of 45
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City of McCall Licensed Use Agreement for Flight Path Mountain Bike Park
Page 3
IN WITNESS WHEREOF, each Party executed this Agreement, the date first written
below.
CIMBA: MCCALL CITY:
By: By:
Matthew Brewster, Robert S. Giles,
its President its Mayor
Date: Date:
ATTEST:
BessieJo Wagner, City Clerk
Page 43 of 45
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January 11, 2024 | 9:59 AM MST January 11, 2024 | 12:33 PM MST
Bill of Transfer for Flight Path Bike Park Improvements
Page 1
EXHIBIT D
BILL OF TRANSFER AND ASSIGNMENT OF OWNERSHIP
THIS BILL OF TRANSFER AND ASSIGNMENT OF OWNERSHIP ("Agreement") is
entered into by and between the Central Idaho Mountain Bike Association, Inc., an Idaho Non-
Profit Corporation (“CIMBA”), and the City of McCall, an Idaho municipal corporation
(“McCall City” or the “City”), effective as of the date this Agreement first becomes fully
executed by the parties hereto. CIMBA or McCall City may be separately referred to as a
“Party,” and together as the “Parties.”
RECITALS:
WHEREAS, the Parties entered into and executed that certain “Park Donation
Agreement” on ______ day of ____________, 20__; and
WHEREAS, the terms of the “Park Donation Agreement”, including the recitals are by
this reference incorporated in this Agreement as if fully set forth;
WHEREAS, CIMBA specializes in the construction of recreational facilities, particularly
mountain bike skills parks;
WHEREAS, CIMBA is the current owner of certain park improvements located at
Frisbee Park (the "Park Improvements") as identified in the Park Donation Agreement;
WHEREAS, CIMBA desires to transfer, and the City of McCall, Idaho desires to acquire
ownership, including all rights fee title and interests of all kinds or nature in and for the Park
Improvements for the benefit of the City of McCall, Idaho;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. TRANSFER AND ASSIGNMENT OF OWNERSHIP:
CIMBA hereby transfers, conveys, and assigns to The City of McCall, Idaho, and The City of
McCall, Idaho hereby accepts and assumes ownership of the Park Improvements, free and clear
of all liens and encumbrances.
2. DESCRIPTION OF PARK IMPROVEMENTS:
The Park Improvements subject to this Agreement are located in Frisbee Park in McCall and are
more particularly described in the Park Donation Agreement which is incorporated by this
reference.
3. REPRESENTATIONS AND WARRANTIES:
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Bill of Transfer for Flight Path Bike Park Improvements
Page 2
(a) CIMBA represents and warrants that it is the lawful owner of the Park Improvements and has
full authority to transfer ownership to The City of McCall, Idaho.
(b) CIMBA further represents and warrants that, to the best of its knowledge, the Park
Improvements are free and clear of all liens and encumbrances.
4. DELIVERY OF DOCUMENTS:
CIMBA shall promptly deliver to The City of McCall, Idaho all documents and records related to
the Park Improvements necessary for the transfer of ownership.
5. GOVERNING LAW:
This Agreement shall be governed by and construed in accordance with the laws of the State of
Idaho.
6. MISCELLANEOUS:
(a) This Agreement may only be amended in writing and signed by both parties.
IN WITNESS WHEREOF, each Party executed this Agreement, the date first written
below.
CIMBA: MCCALL CITY:
By: By:
___________________, _______________,
its President its Mayor
Date: Date:
ATTEST:
BessieJo Wagner, City Clerk
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