Reimbursement - 2022 - GWC Capital, LLC - Regional Sports Park Phase 1 - 5/23/2022 DocuSign Envelope ID:D67F0551-729A-468E-B88E-7FF50077B5F3
REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENT (this "Agreement") is made this 013 day of
, 2022 by and between the City of Eagle, a municipal corporation organized and
existi under the State of Idaho ("Eagle" or"City"), and GWC Capital, LLC, a Utah limited liability
company ("GWC"). The City and GWC may be referred to in this Agreement individually as a
"Party" or collectively as the"Parties", as warranted under the circumstances.
RECITALS
A. City's 2017 Impact Fee Study and Capital Improvements Plan for the collection of Park
Impact Fees identifies the construction of a Regional Sports Park;
B. GWC owns real property off State Highway 16 and Eques Lane which may be suitable
to be used as a Regional Sports Park;
C. City has completed work with GWC to evaluate the feasibility to construct the Regional
Sports Park on approximately 85 acres of real property located off State Highway 16 and Eques Lane
and the City Council has accepted the feasibility study;
D. As part of preliminary design and engineering of the proposed site, GWC will enter into
an engineering service agreement for the Regional Sports Park to the City's specifications;
E. GWC will pay for most of the cost and work associated with the engineering service
agreement for the Regional Sports Park but requires reimbursement from the City to pay for outside
consultants.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged and agreed, and in consideration of the recitals above, which are
hereby incorporated below,the Parties represent, covenant, and agree as follows:
1. Reimbursement Amount. City agrees that it shall reimburse GWC up to Two
Hundred and Forty-Seven Thousand Eight Hundred ($247,800) related to any work performed under
the scope of work titled Engineering Services Agreement Regional Sports Park Phase 1 attached
hereto as Exhibit A.
2. Invoices. GWC will provide a monthly Invoice to the City detailing any reimbursable
expenses incurred in the prior calendar month along with copies of supporting documentation such as
receipts and invoices from third party engineering, design firms and/or consultants. If City contests
any portion of an Invoice, City will promptly notify GWC, and the Parties will promptly and diligently
endeavor to resolve the contested amounts. If the Parties are unable to come to agreement on the
Reimbursable Expenses, either Party may provide the other Party notice and intent to mediate the
matter. The Parties shall agree on a mediator selected from the Idaho Supreme Court Mediators Roster.
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While the matter is in mediation, GWC will continue conducting the feasibility study for the Regional
Sports Park and City will continue to pay all uncontested Invoices.
3. Payment. City shall pay all uncontested Invoices withing thirty (30) days of receipt
of Invoice.
4. City's Right to Terminate or Suspend. In the event that City elects, in its sole
discretion, to cease or suspend pursuing the development of the Regional Sports Park, City will notify
the GWC in writing. City will be responsible for payment of all Invoices incurred and work completed
up to the delivery date of such termination or suspension notice.
5. Miscellaneous.
a. Notices. All notices, filings, consents, approvals and other communications
provided for herein or delivered in connection with this Agreement will be delivered as
provided herein.
b. Entire Agreement. This Agreement constitutes the entire agreement between
the Parties pertaining to the subject matter hereof. No modification or amendment to this
Agreement made or claimed by GWC or the City will have any force or effect unless the same
will be endorsed in writing and signed by both Parties.
c. Severability. If any provision of this Agreement is declared void or
unenforceable, such provision will be severed from this Agreement, and this Agreement will
otherwise remain in full force and effect.
d. Exhibits; Recitals. Any exhibit attached hereto and the Recitals set forth above
are hereby incorporated herein with the same force and effect as if fully set forth in the body of
this Agreement.
e. Construction. The language herein will be constructed simply in accord with its
fair meaning and not strictly for or against a Party,regardless of whether such Party prepared or
caused the preparation of this Agreement. As used in this Agreement references to one gender
and the singular or plural number will each be deemed to include the others wherever and
whenever the context so dictates.
f. Choice of Law. This Agreement will be construed in accordance with the laws
of the State of Idaho.
g. Waiver. No delay in exercising any right or remedy will constitute a waiver by
either Party thereof, and no waiver by the City or GWC of the breach of any covenant or
condition of this Agreement will be construed as a waiver of any preceding or succeeding
breach of the same or any other covenant or condition of this Agreement.
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h. Successors and Assigns. This Agreement will be binding on the City and GWC,
and their respective heirs, administrators, executors, agents, legal representatives, successors
and assigns.
i. No Partnership; No Third-Party Beneficiaries. Nothing contained in this
Agreement will, create any partnership,joint venture or other arrangement between GWC and
City. This Agreement will not be construed to create any rights in any person or entity who is
not a signatory to this Agreement and no person or entity may claim the status of a third-party
beneficiary of this Agreement.
j. Time of Essence. Time is of the essence in implementing the terms of this
Agreement.
k. Further Acts. Each of the Parties will act in good faith when undertaking their
respective obligations and covenants contained herein and will promptly execute and deliver all
such documents and perform all such acts as reasonably necessary, from time to time, to carry
out the matters contemplated by this Agreement.
1. Counterparts. This Agreement may be executed in two or more counterparts,
each of which will be deemed an original, but all of which together constitute one and the same
instrument.
m. Notices. Any notice which a Party may desire to give to another Party must be
in writing and may be given by personal delivery, by mailing the same by registered or certified
mail, return receipt requested postage prepaid, or by Federal Express or other reputable
overnight delivery service, to the Party to whom the notice is directed at the following
addresses:
Eagle:
City of Eagle
Attn: Mayor
660 E. Civic Lane
Eagle, ID 83616
with copy to: Borton-Lakey
Attn: Victor Villegas
141 E Carton Ave.
Meridian, ID 83642
Owner: GWC Development, LLC
Attn: Brook Cole
869 N. 1500 W.
Orem,UT 84057
REIMBURSEMENT AGREEMENT-3
DocuSign Envelope ID: D67F0551-729A-468E-B88E-7FF50077B5F3
with copy to:
Clyde Companies, LLC
Attn: Brandon Hale
730 N. 1500 W.
Orem,UT 84057
[end of agreement;signatures follow]
IN WITNESS WHEREOF,the Parties hereto,having been duly authorized,have executed
this Agreement to be effective as of the Effective Date.
THE CITY: GWC:
CITY OF EAGLE, IDAHO, a municipal GWC Capital, LLC,a Utah limited liability
corporation organized and existing under company
the laws of the State of Idaho
DocuSigned by: ,,-
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By: fit. By: B8AC57D63B3A4357410 ...
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Peirce, Mayor Brandon Hea,Manager
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A •-st: 44 1."�E ••.0 DATED:
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Tracy Os`%rn, ity Clerk �� J • O
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DATED: 5 a..5-ZA ,,,,,,,,,,,,,,,,
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