Reimbursement - 2022 - GWC Regional Sports Park - First Amendment To Reimbursement Agreement - 9/6/2022 FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT
THIS FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT (this "First
Amendment') is made thisly*day of 'Oil_ 2022 by an between the City of Eagle, a
municipal corporation organized and existin 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 . The Parties entered in a contract titled Reimbursement Agreement (the "Agreement')
on May 23 , 2 02 2 .
B . Pursuant to the terms of the Agreement, City agreed to reimburse GWC for payment of
outside consultants regarding engineering work.
C. After approval and execution of the Agreement, it has been determined that additional
outside consulting needs for geoteehnical work has been identified.
D . The Parties desire to enter into this First Amendment to provide for City reimbursement
to GWC related to geoteehnical work.
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 hereby amend the Agreement as follows :
1 . Paragraph 1 of the Agreement is deleted in its entirety and replaced with a new Paragraph I to
read as follows :
Reimbursement Amount. City agrees that it shall reimburse GWC up to Two Hundred and
Forty-Seven Thousand Eight Hundred ($247,800 related to any work performed
under the scope of work titled Engineering Services Agreement Regional Sports Park Phase 1
attached hereto as Exhibit A. Further, City agrees that it shall reimburse GWC up to fourteen
thousand thirty-eight dollars and 75 cents ($ 14.038. 75 ) related to any wort: performed under
the scope of work titled Geotechnical Investigation Proposal attached hereto as Exhibit B.
2 . A new Exhibit B shall be attached to the Agreement in substantially the same form as the
document labeled Geotechnical Investigation Proposal attached to this First Amendment.
FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT - I
IN WITNESS WHEREOF, the Parties hereto, having been duly authorized, have executed
this First Amendment 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
By : By : 'f/� / Y�
JasoniPeirce, Mayor Brandon Henrie, its Manager
jtest: ti °•., DATED :
Tracy 0s66rn, City Cl r ' k
DATED :
FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT - 2
FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT
THIS FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT (this "First
Amendment") is made this_ day of , 2022 by an between the City of Eagle, a
municipal corporation organized and existing 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. The Parties entered in a contract titled Reimbursement Agreement (the "Agreement")
on May 23, 2022.
B. Pursuant to the terms of the Agreement, City agreed to reimburse GWC for payment of
outside consultants regarding engineering work.
C. After approval and execution of the Agreement, it has been determined that additional
outside consulting needs for geotechnical work has been identified.
D. The Parties desire to enter into this First Amendment to provide for City reimbursement
to GWC related to geotechnical work.
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 hereby amend the Agreement as follows:
1. Paragraph 1 of the Agreement is deleted in its entirety and replaced with a new Paragraph I to
read as follows:
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 I
attached hereto as Exhibit A. Further, City agrees that it shall reimburse GWC up to fourteen
thousand thirty-eight dollars and 75 cents ($14,038.75) related to any work performed under
the scope of work titled Geotechnical Investigation Proposal attached hereto as Exhibit B.
2. A new Exhibit B shall be attached to the Agreement in substantially the same form as the
document labeled Geotechnical Investigation Proposal attached to this First Amendment.
FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT- I
IN WITNESS WHEREOF, the Parties hereto, having been duly authorized, have executed
this First Amendment to be effective as of the Effective Date.
THE CITY: GWC:
CITY OF EAGLE, IDAHO, a municipal GWC Capital, LLC, a Utah limited liability
corporation organized and existing under company
the laws of the State of Idaho
By: By:
J aks on Peirce, Mayor Brandon Henrie, its Manager
test: E •• •. DATED:
�C _ • v � ` Q
Tracy U rn, City C l$rc-; p `�t
- %
Q * 5
DATED: !7 ra��' '�i ''►ir.r.....is•►►'.
FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT-2
DocuSign Envelope ID:D67F0551-729A-468E-B88E-7FF50077B5F3
EXHIBIT A
REIMBURSEMENT AGREEMENT
THIS REIMBURSEMENT AGREEMENT (this "Agreement") is made this Z 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.
REIMBURSEMENT AGREEMENT- 1
DocuSign Envelope ID:D67F0551-729A-468E-B88E-7FF50077B5F3
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.
REIMBURSEMENT AGREEMENT-2
DocuSign Envelope ID:067F0551-729A-468E-B88E-7FF50077B5F3
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'agreenaent; signcatures,folloiij
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
,�fl"o�u3rgnrn ny:
By: — By: ACS7Cc3!
�' Brandon Henr
�so� Peirce, Mavor Manager
1`1LI112111111"'0"
5/23/2022
Attest: _ ;•'��t .. � �: DATED:
� -
Tracy Os Ms ity Clerk.
DATED: i/
REIMBURSEMENT AGREEMENT-4
EXHIBIT B
L A- " - .
2791 S.Victory View Way
Boise, ID 83709
(208)376-4748 1 oneatlas.com
July 5, 2022
Proposal No. 22-08455
Brook Cole
GWC Capital
869 N 1500 W
Orem, UT, 84057
(801) 592-6132
bcole@gwccap.com
Subject: Geotechnical Investigation Proposal
Spring Valley Sports Park
Highway 16
Eagle, ID 83616
Latitude: 43.734399, Longitude: -116.458821
Dear Brook Cole:
In accordance with your request, Atlas Technical Consultants LLC (Atlas) is pleased to submit
this proposal for a geotechnical investigation for the Spring Valley Sports Park project located on
Highway 16 within Eagle, ID.
The subsurface investigation will be conducted to provide information needed in design of the
proposed project. The project is expected to consist of a sports park that will be constructed in
three phases. Phase 1 will include ball fields, a restroom structure, a small pavilion structure, and
a playground. Phase 2 will consist of additional ball fields, soccer fields, ball courts, a small
pavilion, a restroom structure, a playground, and two maintenance structures. Phase 3 will
consist of a 65,000 square-foot recreational center, an outdoor pool, and a lift station. The site to
be developed is approximately 75 acres in size. In addition, paved areas will be developed for
the project. Retaining walls may be constructed. Drainage is expected to be directed to onsite
infiltration facilities. Location and size of the infiltration facilities are unknown at this time.
Revisions may be required based on final design requirements. This proposal contains our
proposed scope of work, fee, and schedule.
SCOPE OF WORK
Exploration and recommendations will be prepared under the supervision of a registered
professional engineer. Qualified personnel will perform all field work. In accordance with your
request, our proposed subsurface exploration will include the following services:
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�- ,I L A-_
Subsurface Soils Investigation
• Underground public utility locate services will be contacted prior to commencement of field
work. The client, property owner, and/or developer are responsible for private utility
locates as Atlas cannot be held responsible for the cost of replacement of utility services.
■ Test pits (16 to 20)will be advanced on the site. Test pits will be backfilled at completion
of exploration. Surfaces will be left in a rough and somewhat mounded condition. Costs
can be determined if additional surface restoration is necessary.
■ Borings will be advanced to the following depths: 2 borings to 20 feet in the proposed
recreational center and pool location and 1 boring to 30 feet in the proposed lift station
location. Borings will be backfilled at completion of exploration. Excavated soils will be
left onsite in an inconspicuous location. If needed, these soils can be transported offsite
for an additional fee.
• Soil will be classified in the field in accordance with applicable standards, including ASTM
D2488.
• Representative soil samples will be collected and transported to our laboratory for
additional testing, per ASTM or other recognized standards.
Geotechnical Enqineerinq Report
• A single report will be provided for all three phases of the park.
R Information regarding regional geology will be provided.
■ Recommended Site Class and Seismic Design Parameters will be provided.
• Results of field and laboratory testing will be included.
• Final logs will be provided based on field classification, laboratory test data, and
classification of soils per ASTM D2487. These logs will incorporate all subsurface soil
and/or rock profile properties that may affect engineering conclusions.
• A summary of soil conditions encountered will be provided.
• Approximate exploration locations will be provided on a site map.
e Hydrology
o A review of localized groundwater conditions will be included.
o Estimated soil infiltration rates will be provided based on soil classification.
• At rest, passive, and active static and seismic lateral earth pressure values will be
provided.
• Foundations and Floor Slabs-on-Grade
o Bearing capacity for applicable foundation types will be provided.
o Recommended frost embedment depths will be included.
o Modulus of subgrade reaction values will be reported.
o Foundation and floor slab subgrade preparation and drainage recommendations
will be presented.
• Applicable pavement section recommendations will be provided.
• Fill material type and placement recommendations will be presented.
a Recommendations for construction activities will be included.
Proposal No.22-08455
Page 12
COST INFORMATION
The fees outlined in this proposal are based on review of the provided project details and/or
documents, as well as our experience on similar projects. The outlined scope of work will be
billed on a lump-sum basis for a total fee of $14,038.75. The cost of services may exceed this
proposed fee if unanticipated conditions are encountered that would warrant additional
investigation or analysis, or if the proposed plans are changed from the previously stated
understanding of the project. Atlas will notify the client and obtain approval prior to incurring any
additional fees on the project. All subsequent services and communications with design
consultants or contractors will be charged in accordance with the attached fee schedule.
SCHEDULE
Atlas will proceed with the work on the basis of verbal authorization; however, please sign and
return a copy of this proposal. Public underground utility locate services will be notified as
required by law once notice to proceed is received. Utility locate services require 2 full business
days before subsurface exploration can commence. Atlas anticipates issuing our findings and
recommendations within 15 business days from the last date field work is performed or soil
samples are obtained. The attached Proiect Data Sheet Drovides us with values used in our
design calculations. Please consult the Droiect design team, comvlete the sheet to the fullest
extent Dossible. and return at vour earliest convenience. Unless otherwise noted, Atlas will
provide only a PDF copy of the final report.
CLOSURE
This proposal is valid for 90 days from the date initiated. If you have any questions regarding this
document or if we may be of further service, please contact our office at (208) 376-4748.
Atlas sincerely appreciates this opportunity to provide professional services to you on this project.
We look forward to working with your team.
Respectfully submitted,
ATLAS TECHNICAL CONSULTANTS LLC
Clint Wyllie, PG
Staff Geologist
ap4& 1&o�
Elizabeth Brown, PE
Geotechnical Services Manager
Attachment: Fee Schedule
Project Data Sheet
Distribution: Deloss Hammon and Lawrence Stubbs, Alliance Consulting (PDF Copy)
Proposal No.22-08455
Page 13
It is proposed that the cost of these services be invoiced on a lump sum basis as outlined below.
Unit Rate Units _Subtotal
INVESTIGATIONFIELD 1}
Atlas Field Investigation Fees $2,788.75
Excavation Subcontractor Fees $2,280.00
Drilling Subcontractor Fees $4,300.00
REPORTING
Final Report Fees $3,390.00
LABORATORY
Sieve Analysis (ASTM C117/C136) $1.50.00 4 $600.00
Atterberg Limits ASTM D4318) $170.00 4 $680.00
MISCELLANEOUS
Meetings/Consultation, eer hour if needed $110.00 0 $0.I}0
PROJECT • • $14,038.75
Once the project plans have been developed for each phase, additional recommendations may
be needed. Any supplementary recommendations will be billed in addition to the project total
listed above.
The individual signing below represents and warrants that he/she has full authority to enter into
this Agreement on behalf of CLIENT. By signing below, CLIENT is acknowledging and agreeing
to Atlas Technical Consultants, LLC Terms and Conditions (or available upon request). If the
individual below lacks such authority, he/she shall be personally responsible for payment of
obligations under this Agreement. IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date indicated below.
Atlas Technical Consultants LLC GWC Capital
Signature: Signature: 16286�
Name: Clinton WyllieStaff Name: Brook Cole
Title: Geologist Title: Chief Planner & Project Manager
Date: September I U, 2U22 Date: 8-19-2022
Proposal No.22-08455
Page14
A -W ', c
PROJECT DATA SHEET GEOTECHNICAL INVESTIGATION & RECOMMENDATIONS
If known, please provide the following when returning this data sheet:
1. Project Name: (1-'� 4,1.11
2. Project Manager: / Phone Number:
3. Site Contact: tjA' � � bbs Phone Number: -762
4. Description of Project:
Maximum Wall Loads (klf):
Maximum Isolated Column Loads (kips):
Multi story building? If yes, how many stories? )V6
Basement and/or retaining walls planned? If yes, provide depth. &A
Onsite disposal of stormwater? If yes, provide type of facility. ., �f9 Pesv►�
Planned finished floor elevation compared to existing grade? 7--
Pavement section required? %,e:Y 10 or 20 year design? _�,—
Daily truck traffic? Separate truck access areas?
What local jurisdiction will govern the following?
Pavements: AeH p Stormwater Facilities:
klf= kips per linear feet; kips = kilo pounds (1,000 Ibs)
5. Distribution of Reports (if paper copies are required, indicate quantity):
... Paper Copy OF6F Copy ... Paper Copy ❑PDF Copy
To: L A t� S4i.c6k To:
Attn: Attn:
Email: l.s 6 AlllatAq (��y,��( , LtS Email:
... Paper Copy ❑PDF Copy ... Paper Copy ❑PDF Copy
To: To:
Attn: Attn:
Email: Email:
6. Invoice Physical Address:
g1.017 M rs&b L-0
6 Y-few► Lrr V f bsa7
7. Invoice Email Address(es):
6 eno Ca P • Cb lam.
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