Reimbursement - 2023 - Element Water Feasibility Study Reimbursement Agreement - 8/22/2023REIMBURSEMENT AGREEMENT
THIS WATER FEASIBILITY STUDY REIMBURSEMENT AGREEMENT (this
"Agreement") is made this 22 day of August, 2023 by and between the City of Eagle, a municipal
corporation organized and existing under the State of Idaho ("Eagle" or "City"), and Element
Design Build LLC, an Idaho based limited liability company ("Element"). The City and Element
may be referred to in this Agreement individually as a "Party" or collectively as the "Parties", as
warranted under the circumstances.
RECITALS
A. Blue Skye Capital LLC owns or is under contract to purchase, and has contracted
with Element to entitle and develop approximately 959.acres of real property located in the Eagle
Foothills (the "Property") and is currently seeking land use approvals through Ada County.
B. The Property is not contiguous to the City, but Element desires to receive water
service from the City.
C. A water feasibility study engineering analysis and City staff analysis are required to
determine if the Property can be served by the City's water service.
D. Element has requested the establishment of this Agreement to reimburse the City for
all work associated with City staff time, engineering services and outside consulting services
associated with a water feasibility study.
E. The Parties acknowledge nothing in this Agreement nor results from any water
feasibility study guarantees that the City will provide water service to the Property.
F. The Parties further acknowledge that a separate Water Service Agreement must be
approved by the Eagle City Council and executed by the Mayor in order for City to provide water
service to the Property.
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. Incorporation of Recitals. The above Recitals are a material part of this
Agreement and are fully incorporated as though they were fully set forth herein.
2. Reimbursable Expenses. Element shall pay to the City for all work associated with
City staff time, engineering services and outside consulting services associated with conducting a
water feasibility study (collectively "Scope of Work"). The initial scope of work under this
Agreement is identified in Exhibit A attached hereto and incorporated herein. City and Element
shall meet at least annually to discuss additional Scopes of Work that may be necessary. In
advance of the meeting, the City will provide Element with a written estimate for the time and
expenses for the Scope of Review, including then -current City Consultant rates. The Scope of
Review is understood to be a good faith estimate that may increase or decrease as City's review and
WATER FEASIBILITY STUDY REIMBURSEMENT AGREEMENT - 1
processing of the water feasibility study progresses. The fees collected by the City in connection
with this Agreement will be used solely for the purpose of reimbursing the City for costs incurred
by City in performing the Scopes of Work.
3. Review Fund Retainer. Element shall deposit $10,000 (the "Review Fund
Retainer") with the City Treasurer. Element acknowledges and understands that the retainer paid is
not an estimate of the total cost of the services to be performed, nor it is a cap or "not to exceed"
number. The Review Fund Retainer is to be held to ensure Element is able to abide by the terms of
this Agreement regarding the timely payment of all fees incurred. The Review Fund Retainer shall
remain at this amount throughout this Agreement. If Element is unable to remain current with all
outstanding invoices as set forth in Paragraph 4 below, the City may utilize the existing Review
Fund Retainer to apply toward the account and suspend all work under this Agreement. Upon
completion or termination of this Agreement and payment of all outstanding invoices, the balance
of the retainer will be refunded to Element sixty (60) days from the date of completion or
termination.
4. Invoices and Payment. The City will provide a monthly statement to Element
detailing Reimbursable Expenses incurred in the prior calendar month (each an "Invoice") along
with copies of supporting documentation such as receipts and invoices from City Consultants,
which may be redacted to protect privileged or otherwise undisclosable information. Payment is
due fifteen (15) days from the Invoice date. If Element contests any portion of an Invoice, Element
will promptly notify the City Treasurer's office and the Parties will promptly and diligently
endeavor to resolve the contested amounts, including, as necessary, by the City replenishing the
deposit by the contested amount. 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.
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 Element 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
WATER FEASIBILITY STUDY REIMBURSEMENT AGREEMENT - 2
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 Element 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.
h. Successors and Assigns. This Agreement will be binding on the City and
Element, 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 Element
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. 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.
k. 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.
1. 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, retum receipt requested postage prepaid, or by Federal Express or other
reputable overnight delivery service and by e-mail, to the Party to whom the notice is
directed at the following addresses:
Eagle: City of Eagle
Attn: City Treasurer
660 E. Civic Lane
Eagle, ID 83616
. le.org
Element: Element Design Build LLC
3501 Bavaria St
Eagle, ID 83616
josh@designmyelement.com
WATER FEASIBILITY STUDY REIMBURSEMENT AGREEMENT - 3
with a copy to: Kelly Palos
kelly@designmyelement.com
or such other addresses and to such other persons as the parties may hereafter designate.
IN WITNESS WHEREOF, the Parties hereto, having been duly authorized, have executed
this Agreement to be effective as of the Effective Date.
THE CITY:
CITY OF EAGLE, IDAHO, a municipal
corporation organized and existing under
the laws of the State of Idaho
By:
Jon Peirce, Mayor
Abest: f
14
Tracy Os
DATED:
64y--
,pity C erk
Element:
Element Design Build LLC, an Idaho limited
liability company
DATED: / /)-3
EXHIBIT A
(Scope of Work)
WATER FEASIBILITY STUDY REIMBURSEMENT AGREEMENT - 4
PROFESSIONAL SERVICES AGREEMENT
PROJECT TITLE: Water S. stem Feasibility Study for Eagle Hills Element Desicrn Service Area
Project No. EG23-0058B
SCOPE OF WORK
Project Description:
HECO Engineers will prepare a Water System Feasibility Study (Feasibility Study) for the Eagle Hills Element
Design service area. The Feasibility Study will discuss anticipated water demands, service pressures,
pressure zones, storage, piping, supply and pumping needs, and fire flows. The Work will include hydraulic
analysis of the proposed conceptual design of the water facilities needed to serve the Eagle Hills Element
Design service area as an extension of the City of Eagle water system. The Feasibility Study is not considered
a Preliminary Engineering Report or Water Facility Plan meeting the requirements of IDAPA 58.01.08.
Anticipated Cost:
The estimated cost for the Feasibility Study is $10,000 to $15,000 based on Time & Materials invoicing at
standard HECO billing rates.
Anticipated Schedule:
The estimated schedule for the Feasibility Study completion is approximately 2 months from notice to
proceed.
Items Needed for Feasibility Study:
The following items and information needed for the Feasibility Study shall be provided by the property
owner / developer:
1. Proposed locations of development area(s), including homes, dwelling units, and any commercial
buildings (AutoCAD format if available).
2. Number of lots, number each type of unit, and proposed development densities.
3. Information on any large units that may have water demands and fire flow requirements beyond
those for typical equivalent residential units (ERUs).
4. Proposed road/street layout (AutoCAD format if available).
5. Existing water rights associated with the property.
6. Water quality tests for existing wells on the property.
Hydraulic Analysis of Distribution System:
The Feasibility Study will include a hydraulic analysis of the conceptual water system. The hydraulic
analysis will include the following elements:
1. A hydraulic model of the conceptual water system layout using WaterCAD.
2. Elevation data will be based on Google Earth elevations or elevations from developer provided
survey data (AutoCAD format if available).
3. The hydraulic model will be connected to the existing City of Eagle Eastern System model.
4. Unit demands per ERU used in the hydraulic model will match existing unit demands used in current
hydraulic modeling for the overall City of Eagle water system. If applicable, irrigation demands to be
provided by the potable system will be estimated using Avimor and/or Spring Valley projections.
5. Model output to include standard WaterCAD reports and drawings for incorporation in Feasibility
Study. Model output will focus on predicted system pressures, available fire flows, and pumping
parameters calculated by the hydraulic model.
6. If available, options for connectivity and alternative infrastructure improvements will be presented.
70-. HECO ENGINEERS
t! 32 N Main Street PO Box 235 Payette, Idaho 208-642-3304 info@hecoengineers.com
Meetings:
1. One (1) meeting with City Staff in Eagle to collect data for the Feasibility Study.
2. One (1) meeting with City Staff in Eagle to review the Feasibility Study findings.
Progress Reports:
1. Monthly progress report to City of Eagle.
Deliverables:
1. Draft Water System Feasibility Study (1 electronic PDF).
2. Final Water System Feasibility Study (1 electronic PDF).
Additional Services
Experience indicates that certain additional items of work may be required or necessary which HECO
cannot presently determine or estimate. For this reason, the fee for these items is not included in the
compensation for the performance of the Work. Furthermore, the performance of these items is not included
in the Work unless the item is expressly described as part of the Work in the preceding Scope of Services
section. These additional items of work ("Additional Work") are caused by many factors, usually at the
discretion of the Client and/or respective Contractor(s). They may also be caused by the reviewing agency
or Client variance/deviation from present policies and standards or reviewing governmental agencies.
"Additional Work" may sometimes be referred to as extras, change orders, or add-ons, but for purposes of
this Agreement all such descriptions are intended to be encompassed within the term Additional Work. No
Additional Work shall be performed without specific request and an executed proposal, prior to the work
being performed. Water quality testing and aquifer testing are not included in the Work.
HECO ENGINEERS
32 N Main Street PO Box 235 Payette, Idaho 208-642-3304 info@hecoengineers.com