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Collection of Fee - 2023 - Intergovernmental Agreement Between The Idaho Transportation Department (ITD) And The City Of Eagle - 9/26/2023 INTERGOVERNMENTAL AGREEMENT BETWEEN THE IDAHO TRANSPORTATION DEPARTMENT AND THE CITY OF EAGLE This Intergovernmental Agreement, hereafter "Agreement", is made and entered into effective as of the VD of ',v et , 2023, hereafter the "Effective Date", by and between the IDAHO TRANSPORTATION DEPARTMENT, an executive department of the state of Idaho, hereafter the "Department", and the CITY OF EAGLE, a municipal corporation organized and existing under the laws of the State of Idaho, hereafter the "City". Together,the Department and the City may be referred to as the"Parties." RECITALS WHEREAS, the Department has jurisdiction and control over State Highway 16, State Highway 44, State Highway 55, US Highway 20/26, and the overall State Highway System; WHEREAS, State Highway 16, State Highway 44, State Highway 55, US Highway 20/26 and other local components of the State Highway System are"Public facilities"as defined in Idaho Code § 67-8203(24)(c); WHEREAS, State Highway 16, State Highway 44, State Highway 55 and US Highway 20/26 pass through the City of Eagle and connect the City of Eagle and its residents with the surrounding area and the greater State Highway System; WHEREAS,the City is a"Governmental entity"as defined in Idaho Code § 67-8203(14). WHEREAS, the Department is authorized under Idaho Code § 67-8214 to enter into developer agreements with property owners or developers regarding the construction or installation of system improvements that have a direct impact on public facilitates under the jurisdiction of the Department. WHEREAS, the City is authorized by Idaho Code § 67-8204A to enter into an intergovernmental agreement with the Department for the collection and expenditure of development impact fees pursuant to a developer's agreement entered into under Idaho Code § 67- 8214. WHEREAS,the Department has entered into an agreement titled State Highway Mitigation Agreement by and between the Department and Avimor Development LLC, an Idaho limited liability company and First American Title Insurance Company, a Nebraska corporation, as Trustee of the Dual Beneficiary Trust No 8562 which Trust was created pursuant to the Subdivision Trust Agreement dated October 8, 2002 and erroneously shown of record as October 8, 2003 as amended hereafter, collectively, the "Developer" whereby Department and Developer have agreed to Developer's payment of a Proportionate Share Fee, hereafter the "Mitigation Agreement". A copy of the Mitigation Agreement is attached hereto as Exhibit A. Capitalized Intergovernmental Agreement City of Eagle -1- terms used but not defined in this Agreement shall have the meaning ascribed to them in the Mitigation Agreement. AGREEMENT NOW THEREFORE, in consideration of the terms, conditions and promises as set forth herein,the Parties mutually agree as follows: SECTION I CITY OBLIGATIONS The City will: 1.1 Collect the Proportionate Share Fee payment from Developer as identified in the Mitigation Agreement. 1.2 Collect the Proportionate Share Fee with the issuance of a building permit for a residential unit. 1.3 Maintain adequate documentation and records as to the collection of the Proportionate Share Fees from the Developer and provide an annual report, post- audit reflecting present status of Proportionate Share Fee contributions (fees assessed,collected, and distributed to the Department). 1.4 Maintain, in a separate, interest bearing account all Proportionate Share Fees collected pursuant to this Agreement.The interest earned on each account pursuant to Idaho Code Section 67-8210(1) shall not be governed by Idaho Code Section 57-127, as amended, but shall be considered funds of the Account and shall be subject to the same restrictions on uses of collected Proportionate Share Fees on which the interest is generated. All interest accrued in said account shall be used for approved transportation improvements authorized pursuant to the Mitigation Agreement. 1.5 Distribute the collected Proportionate Share Fees, or a portion thereof, to the Department within sixty (60) days of a request for distribution made by the Department in writing, which requests shall not be made more frequently than in twelve (12)month intervals. SECTION II DEPARTMENT OBLIGATIONS The Department will: 2.1 Apply the Proportionate Share Fees to the construction or improvement of State Highway 44 and State Highway 55. Intergovernmental Agreement City of Eagle -2- 2.2 Provide an annual report reflecting present status of Proportionate Share Fees distributed for associated projects. 2.3 Pay the City an administrative fee of Twenty Dollars ($20.00) for each Proportionate Share Fee processed and collected by City,which the City may retain out of the collection of each Proportionate Share Fee. SECTION III MUTUAL COVENANTS 3.1 The Department and/or the City shall return any unused Proportionate Share Fee payments to the Developer if said money is not expended within fifteen (15) years from the date received. 3.2 The Department and the City shall ensure all Proportionate Share Fee payments in each account shall be spent in the order collected, on a first-in/first out basis. 3.3 The Department and the City recognize that any funds collected under this Agreement are separate and apart from all other federal,state and local sources of revenue, and will be planned for and programmed separately, to the mutual benefit of the City and the Department. SECTION IV INDEMNIFICATION 4.1 To the extent permitted by law, the Department shall defend, indemnify, and hold the City, its officers, agents, and employees harmless for all claims, losses, actions, damages, judgements, costs, expenses arising out of or in connection with any acts or omissions of the Department related to the Mitigation Agreement, this Agreement, the assessment, collection and/or expenditure of Proportionate Share Fees as provided by this Agreement. In the event of such claim, the Department shall defend such allegations and the Department shall bear all costs, fees, and expenses of such defense, including, but not limited to,all attorney fees and expenses,court costs,and expert witness fees and expenses. Such indemnification and reimbursement for defense shall be limited to only those claims, and only to the extent that the Department itself could be liable under state and federal statutes, regulations, common law, and other law. The Department's indemnification and defense of the City herein is further limited by all defenses, burdens of proof, immunities, and limitations on damages to which Department would be entitled if the claims were asserted against Department. 4.2 To the extent permitted by law,City shall defend, indemnify,and hold Department, its officers, agents, subcontractors, and employees harmless for injuries to persons or property resulting from the wrongful acts of City, its officers, agents, or employees in performing the duties described in this Agreement. In the event of such claim,the City shall Intergovernmental Agreement City of Eagle -3- defend such allegations and the City shall bear all costs,fees,and expenses of such defense, including, but not limited to, all attorney fees and expenses, court costs, and expert witness fees and expenses. Such indemnification and defense shall only be limited to those claims, and only to the extent that City itself could be liable under state and federal statutes, regulations, common law, and other law. The City's indemnification and defense of the Department herein is further limited by all defenses, burdens of proof, immunities, and limitations on damages to which City would be entitled if the claims were asserted against City. SECTION V GENERAL PROVISIONS 5.1 The contact information for purposes of notice to and/or delivery of documents under this Agreement is as follows: City of Eagle Idaho Transportation Department City Clerk ITD District 3 Administrator 660 E. Civic Lane 8150 Chinden Boulevard Eagle, Idaho 83616 Boise, Idaho, 83714 5.2 This Intergovernmental Agreement reflects the final and complete agreement of the Parties as to the subject matter described herein. 5.3 This Agreement shall become effective on the Effective Date and shall remain in full force and effect until terminated,amended or replaced upon the mutual written consent of the Parties. 5.4 This Agreement may be terminated by either Party upon ninety (90) days written notice to the other Party. No termination of this Agreement can be retroactive and the Agreement shall remain in effect regarding any active accounts. 5.5 Should any term or provision of this Agreement or the application thereof to any person, parties or circumstances, for any reason be declared illegal or invalid, such illegality or invalidity shall not affect any other provision of this Agreement, and this Agreement shall be construed and enforced as if such illegal or invalid provision had not been contained herein. 5.6 This Agreement may be executed by the Parties in two (2) counterparts, and each such counterpart shall be deemed an "original." IN WITNESS WHEREOF, the undersigned Parties have by action and/or authority of their Governing Bodies caused this Agreement to be executed and made effective as hereinabove provided,this 2l4 day of , r1(A9Q . , 2023. Intergovernmental Agreement City of Eagle -4- IDAHO TRANSPORTATION DEPARTMENT Blake Rindlisbacher, P.E. DDate:igitallysigned2023.10.02byBlake17:38:19Rindlisbac her,P.E. Chief Engineer Blake Rindlisbacher CITY OF EAGLE By: J..on Pierce,Mayor ALEST: 1, *'•. Council Approval: yla +3 Tracy V..rn, City Clerk • • • Exhibits: '••'� " �� Exhibit A—Mitigation Agreement ''•,, * j•.• ,;' Intergovernmental Agreement City of Eagle -5- Exhibit A—Mitigation Agreement STATE HIGHWAY MITIGATION AGREEMENT This STATE HIGHWAY MITIGATION AGREEMENT("Agreement")is made and entered into this 1st day of August 2023 ("Effective Date"), by and among the IDAHO TRANSPORTATION DEPARTMENT, an executive department of the state of Idaho ("ITD"), AVIMOR DEVELOPMENT LLC, an Idaho limited liability company ("Avimor Development"),and FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation, as Trustee of the Dual Beneficiary Trust No 8562 which Trust was created pursuant to the Subdivision Trust Agreement dated October 8, 2002 and erroneously shown of record as October 8,2003 as amended("Trust"and,together with Avimor Development, "Developer"). Collectively, the entities entering into this Agreement may be identified as "Parties". Individually, any entity entering into this Agreement may be identified as"Party". RECITALS A. Developer is in the process of developing and seeking land use entitlements for a residential and commercial mixed-use development on approximately 18,000 acres of land in Ada County,Boise County,and Gem County(the"Project").The Project is generally located in north Ada County,southwest Boise County,and southeast Gem County and is legally described and graphically depicted on Exhibit A, attached hereto and incorporated herein("Project Site"). B. State Highway 55("SH55")runs through the Project Site. C. Developer owns and controls the Project Site. D. Subject to applicable federal control of interstate highways, ITD has jurisdiction over all state highways within the State of Idaho, including SH55 as it runs through the Project Site. E. Developer initiated development of the Avimor mixed-use planned community in 2006 with land use entitlements for a planned community issued by Ada County,Idaho. As of the Effective Date, Developer has final platted approximately 839 residential lots and 5 commercials lots within Ada County, Idaho as part of the existing Avimor mixed-use planned community(the"Village 1 Area").The Village 1 Area is not subject to this Agreement. F. Developer has also received approval for a planned community from Boise County, Idaho, authorizing the development and construction of additional residential and commercial uses on the portion of the Project Site located in Boise County,Idaho. G. Developer has worked closely with ITD in the planning and development of the Village I Area and the Project as a whole. This includes studying,planning, and designing roadway improvements to SH55 in order to serve the Village 1 Area and the Project. STATE HIGHWAY MITIGATION AGREEMENT—PAGE 1 Intergovernmental Agreement City of Eagle -6- H. Developer has prepared and submitted to ITD multiple traffic impact studies that have analyzed the transportation network conditions related to the Project and studied additional and modified accesses from SH55 into the Property. I. As part of Developer's ongoing work with ITD, and in order to timely complete required improvements, Developer has conducted traffic counts to collect trip generation data for the Project.Trip generation studies consistently show the actual trips generated by the Project are well below(approximately 25%)the average trip generation numbers forecasted under the Institute of Transportation Engineers (ITE) Manual. A summary of this data is provided in Exhibit B,attached hereto and incorporated herein. J. Developer intends to develop the Project Site with approximately 8,800 additional single-family residential homes. It is anticipated these homes will be constructed and occupied in accordance with the Project Schedule on Exhibit C,attached hereto and incorporated herein(the"Project Schedule"). K. The Village 1 Area is currently part of the Avimor Community Infrastructure District No. 1 (Ada County, Idaho), a conununity infrastructure district duly organized and validly existing pursuant to the laws of the State of Idaho and a political subdivision of the State of Idaho (the "Avimor CID"). It is the intent of Developer to expand the boundary of the Avimor CID to include all of the Project Site. L. Due to the scale of the Project,the location of the Project Site in relation to SH55, and the length of the Project Schedule, this Agreement addresses future improvements to the SH55 system in the vicinity of the Project Site by: (i) detailing future roadway improvements to be completed by Developer("Developer Projects");(ii) detailing future roadway improvements anticipated to be completed by ITD ("ITD Projects");and(iii)requiring Developer to pay a fee to offset the Project's proportionate impact over and above Developer's direct contributions to the state highways system through the Developer Projects(the"Proportionate Share Fee"),all in accordance with the terms and conditions of this Agreement. M. In addition to the Developer Projects and ITD Projects,ongoing and future development on the SH55 corridor in the vicinity of the Project Site will necessitate and provide updates and improvements to SH55 within the Project Area(defined below). N. Developer Projects and ITD Projects are detailed on Exhibit D, attached hereto and incorporated herein. O. The Parties desire to enter into this Agreement to set forth their respective duties and obligations for roadway improvements on SH55 in the vicinity of the Project on the terms and conditions in this Agreement. AGREEMENT NOW, THEREFORE, for and in consideration of the above recitals, mutual covenants and consideration in this Agreement, and for other good and valuable STATE HIGHWAY MITIGATION AGREEMENT—PAGE 2 Intergovernmental Agreement City of Eagle -7- consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties agree as follows: SECTION 1. Proportionate Share Fee 1.1 Proportionate Share Fee. The Proportionate Share Fee is Five Thousand Dollars ($5,000.00) per residential unit constructed within the Project Site from the Effective Date. The Proportionate Share Fee is set based on the Parties' mutual agreement that it accurately represents a reasonable calculation of the Project's proportionate share of system improvements to the Project Area taking into consideration: (i) the anticipated transportation system improvements to the Project Area; (ii) the estimated cost of such anticipated transportation system improvements to the Project Area; (iii)the Project's projected proportional share of such anticipated transportation system improvements to the Project Arca; and (iv) the transportation system benefits to the Project Area created by the Developer Projects above and beyond the Project's proportionate share. Developer's obligation to pay a Proportionate Share Fee is triggered by the issuance of a building permit for a residential unit within the Project Site. 1.2 Proportionate Share Fee. Payment of the Proportionate Share Fees will be made by Developer to the City of Eagle, a municipal corporation organized and existing under the State of Idaho("City"),for the benefit of ITD pursuant to that certain Intergovernmental Agreement Between the Idaho Transportation Department and the City of Eagle dated effective August 1st, 2023("Intergovernmental Agreement").City shall assess,collect,hold,and distribute the Proportionate Share Fees in accordance with the Intergovernmental Agreement. Developer shall make payment of the Proportionate Share Fee to the City at building permit issuance. Developer's obligation to pay the Proportionate Share Fee to City on behalf of ITD will continue from the Effective Date until the final residential building permit is issued for the Project (the "Term"). Only residential development triggers Developer's obligation to pay the Proportionate Share Fee. If the Intergovernmental Agreement is terminated, or if City no longer agrees to collect the Proportionate Share Fees on behalf of ITD, the Parties shall work together to amend this Agreement to alter the payment structure set forth above. 1.3 Proportionate Share Fee Funds. Based on the Project Schedule, the Parties anticipate the Proportionate Share Fee payments will generate approximately $1,500,000.00 per year and $48,500,000.00 during the Term. Proportionate Share Fee funds may be used by ITD in ITD's sole discretion on roadway improvement projects within the SH55 corridor from the intersection of State Highway 44 and SH55 north to the intersection of Pearl Road and SH55 (the "Project Area").A map depicting the Project Area is set forth on Exhibit E, attached hereto and incorporated herein. ITD will reasonably cooperate with STATE HIGHWAY MITIGATION AGREEMENT—PAGE 3 Intergovernmental Agreement City of Eagle -8- Developer's efforts to seek reimbursement from the Avimor CID for Developer's payment of the Proportionate Share Fee where reimbursement is allowed by applicable laws and regulations. 1.4 Proportionate Share Fee Review. Subject to the Fee Adjustment Cap(defined below), every ten(10)years during the Term, commencing on the Effective Date, the Parties shall review the Proportionate Share Fee to determine whether an adjustment, upwards or downwards, is warranted to ensure the Proportionate Share Fee accurately represents a reasonable calculation of the Project's proportionate share of off-site system improvements to the Project Area. At each review interval, in determining whether an adjustment is necessary,the Parties will consider.(i)the estimated cost of the ITD Projects within the Project Area;(ii)the Project's projected proportional share of such ITD Projects within the Project Area; and (iii) the transportation system benefits to the Project Area created by the Developer Projects above and beyond the Project's proportionate share.If an adjustment to the Proportionate Share Fee is warranted based on the adjustment factors listed above, the Parties shall enter into an addendum to this Agreement updating the Proportionate Share Fee amount. At each ten (10) year review interval, assuming an adjustment to the Proportionate Share Fee is warranted based on the adjustment factors listed above, such adjustment, whether upward or downward,shall not deviate from the then current Proportionate Share Fee by an amount exceeding ten percent(10%)(the"Fee Adjustment Cap"). 1.5 Future ITD Impact Fee.If,during the Term,the Idaho Legislature imbucs ITD with the ability to set and directly collect development impact fees under the Idaho Development Impact Fee Act, Idaho Code Section 67-8201 et seq, or otherwise, and ITD legally adopts an impact fee during the Term of this Agreement,Avimor agrees to pay the greater of: (i)the future lawful impact fee;or(ii)the Proportionate Share Fee. SECTION 2. DEVELOPER PROJECTS 2.1 Developer Projects. Developer, at Developer's sole cost and expense, shall design and construct the following Developer Projects, to the extent such projects are not first completed by other third-parties or ITD: 2.1.1 Widen SH55 from a two lane section to a four lane section from the intersection of SH55 and Avimor Drive north to the intersection of SH55 and North McLeod Way. 2.1.2 Grade Separated Intersection at SH55 and Avimor Drive. 2.1.3 Grade Separated Intersection at SH55 and North McLeod Way. 2.1.4 SH55 access improvements at the SH55 and Willow Creek Road intersection. STATE HIGHWAY MITIGATION AGREEMENT—PAGE 4 Intergovernmental Agreement City of Eagle -9 2.1.5 SH55 access improvements at the SH55 and Pearl Road intersection. 2.2 Traffic Impact Studies: Developer Projects. The scope, timing, location, and conceptual design for the Developer Projects, including all accesses onto SH55, which are specified in Sections 2.1.2 through 2.1.5 above, have been modeled and studied by Developer's traffic engineers and conceptually approved by ITD as part of LTD's review and approval of prior traffic impact studies. 2.3 Timing and Scope of Developer Projects. The time for completion of Developer Projects and additional information regarding the type and scope of Developer Projects is provided on Exhibit D. 2.4 Developer Project Design. Developer shall be responsible for the design by design professionals of the Developer Projects. The design must be in accordance with all applicable laws,regulations, LTD's standards,prior traffic impact studies,and the terms of this Agreement. 2.5 Construction of Improvements by Others.Developer shall have no obligation to construct Developer Projects or to otherwise be responsible for or to provide reimbursement therefore, if any other person or private entity constructs such Developer Projects prior to the accrual of Developer's obligation to do so under this Agreement. Further,Developer's agreement to construct Developer Projects pursuant to this Agreement shall not relieve any other person or non-governmental entity of its obligation to install any improvements that such person or non-governmental entity may otherwise have and shall not waive any right Developer may have to reimbursement. 2.6 Governmental Approvals. Developer shall be responsible for obtaining all governmental approvals required for the Project.ITD shall cooperate with and assist Developer in obtaining all governmental approvals required for the Project, including,but not limited to land use approvals such as, annexation approvals, zoning approvals, concept plan approvals, subdivision approvals, and access approvals from all applicable governmental agencies, including City. Developer Projects arc the only road improvements projects ITD will require Developer to complete on the State Highway system for the entirety of the Project.No further mitigation beyond timely completion of the Developer Projects and payment of the Proportionate Share Fee pursuant to this Agreement will be required by ITD to offset the Project's impacts on the State Highway system and ITD will provide comment stating the same to all governmental agencies with jurisdiction over the Project approvals. 2.7 ITD Reimbursement and Financing Cooperation. ITD shall cooperate with Developer in obtaining financing or reimbursement for the design and construction of Developer Projects and payment of the Proportionate Share Fee from the Avimor CID. ITD shall promptly provide such attestations, STATE HIGHWAY MITIGATION AGREEMENT—PAGE 5 Intergovernmental Agreement City of Eagle -10- verifications,certifications,and other documentation or information provided by Developer as needed by the Avimor CID to finance, construct or acquire any portion of Developer Projects. Additionally, to the extent meetings or hearings occur and as reasonably requested by Developer, ITD shall reasonably cooperate and use reasonable efforts to attend meetings and hearings as necessary to assist Developer in obtaining financing or reimbursement for the construction of Developer Projects from the Avimor CID. 2.8 ITD Review and Approval of Developer Projects.Nothing in this Agreement shall be construed to allow Developer any waiver or relief from any of the processes, rules and regulations Developer must follow and comply with to design and construct Developer Projects or to obtain any future approvals from ITD required to construct the Developer Projects. 2.9 STAR Agreement.As the Project is developed,it is possible that a component of the Project will qualify under the Sales Tax Anticipation Revenue Act, codified in Idaho Code Sections 63-3641 and 63-3638(12)("STAR Act")for financing and reimbursement pursuant to the STAR Act.Assuming eligibility requirements arc satisfied, ITD agrees to use best efforts to work with Developer to enter into a Sales Tax Anticipation Revenue Agreement under the STAR Act to finance the Developer Projects,or a portion thereof,through sales tax rebates from the Idaho State Tax Commission or other economic development or tax incentive tools. SECTION 3. ITD Projects 3.1 ITD Projects. lTD will complete the following ITD Projects, to the extent such projects are not first completed by other parties: 3.1.1 Widen SH55 to a minimum four lanes from approximately 1,500 feet north of the intersection of SH55 and Brookside Lane to the intersection of SH55 and Avimor Drive. 3.1.2 Intersection improvements at State Highway 44 and SH55. 3.1.3 Improvements to SH55 from the intersection of SH55 and State Highway 44 north to the intersection of SH55 and Floating Feather Road. 3.2 Timing and Scope of ITD Projects. The estimated time for completion of the ITD Projects and additional information regarding the type and scope of the ITD Projects is provided on Exhibit C. ITD's failure to timely complete the ITD Projects shall not be a default or breach under this Agreement. LTD's failure to timely complete the ITD Projects will not prevent Developer from moving forward with full build out of the Project, and lTD will continue to STATE HIGHWAY MITIGATION AGREEMENT—PAGE 6 Intergovernmental Agreement City of Eagle -11- support Developer's development applications so long as Developer is not in default of this Agreement. SECTION 4. REMEDIES 4.1 Default. No Party shall be deemed to be in default under this Agreement except upon the expiration of thirty (30) days after receipt of written notice from another Party specifying the particulars in which such Party has failed to perform its obligations under this Agreement ("Notice of Default"), unless such Party,prior to expiration of said thirty(30)day period,has rectified the particulars specified in the Notice of Default. If the cure is not one that is capable of being completed within such thirty (30) day period but is commenced within such thirty (30) day period and is being diligently prosecuted, then there shall be no default. Such additional period shall apply similarly with respect to any Second Notice of Default given pursuant to this Agreement. 4.2 Default by Developer. If Developer defaults beyond the expiration of any applicable cure period as provided above,ITD may exercise any remedies to which it is entitled pursuant to this Agreement and all applicable laws and regulations; provided, however, that before ITD shall be entitled to exercise any remedy ITD shall be required to give Developer a second notice (the "Second Notice"),which Second Notice shall state,in bold and conspicuous type,that it is a Second Notice,and that if Developer does not cure the default within thirty(30)days after receipt of the Second Notice,that ITD shall then be entitled to exercise any available remedy. 4.3 Default by ITD. If ITD defaults in the performance of its obligations under the terms and provisions of this Agreement in the time and manner required herein, Developer shall only be entitled to non-monetary damages remedies, such as specific performance,declaratory relief,and injunctive relief. 4.4 Attorneys' Fees.Should any Party find it necessary to employ an attorney for representation in any action seeking enforcement of any of the provisions of this Agreement,the unsuccessful Party in any final judgment or award entered therein shall reimburse the prevailing Party for all reasonable costs, charges and expenses, including reasonable attorneys' fees expended or incurred by the prevailing Party in connection therewith and in connection with any appeal,and the same may be included in such judgment or award. SECTION 5. OTHER PROVISIONS 5.1 Notices.All notices,requests,consents,and approvals in connection with this Agreement, or communications that any Party desires or is required or permitted to give or make to the other Party under this Agreement shall only STATE HIGHWAY MITIGATION AGREEMENT—PAGE 7 Intergovernmental Agreement City of Eagle -12- be deemed to have been given, made and delivered, when made or given in writing and personally served,or deposited in the United States mail,certified or registered mail, postage prepaid, or sent by reputable overnight courier (e.g.,FedEx)and addressed to the parties as follows: ITD: Idaho Transportation Department Attn:ITD District 3 Administrator 8150 Chinden Boulevard Boise,ID 83714 DEVELOPER: Avimor Development LLC Attn:Dan Richter 18454 N.McLeod Way Boise,ID 83714 Notice shall be deemed given upon actual receipt (or attempted delivery if delivery is refused),if personally delivered or rejected. 5.2 Force Maieure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes,acts of God,inability to obtain labor or materials or reasonable substitutes therefore,civil commotion,fire or other casualty,and other causes beyond the reasonable control of the Party obligated to perform,shall excuse the performance by such Party for a period equal to any such prevention, delay or stoppage. 5.3 Choice of Law. This Agreement shall be governed by, and construed in accordance with,the laws of the state of Idaho. 5.4 Jurisdiction. The state courts of the State of Idaho shall have exclusive jurisdiction of any suit, dispute, claim, demand, controversy, or cause of action that the Parties may now have or at any time in the future claim to have based in whole or in part or arising from the negotiations, execution, interpretation,or enforcement of this Agreement. The Parties submit to the in personam jurisdiction of the State,to venue in the state courts within the State, and consent to service of process being affected upon them by certified mail sent to the addresses set forth in this Agreement. 5.5 Exhibits. All exhibits to this Agreement arc incorporated by reference and made a part of this Agreement as if the exhibits were set forth in their entirety in this Agreement. 5.6 Entire Agreement. This Agreement and the exhibits hereto constitute the full and entire understanding and agreement between the Parties with regard to the transaction contemplated herein,and no Party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements,whether written or oral,except as specifically set forth herein. STATE HIGHWAY MITIGATION AGREEMENT—PAGE 8 Intergovernmental Agreement City of Eagle -13- 5.7 Acknowledgments and Modifications. No acknowledgments required hereunder,and no modification or waiver of any provision of this Agreement or consent to departure therefrom, shall be effective unless in writing and signed by each Party hereto. In the event that all or any part of this Agreement is judicially found or declared to be unenforceable or contrary to applicable law, the Parties agree to modify the terms hereof to the slightest extent possible to cause the Agreement to be enforceable and consistent with applicable law. 5.8 Headings.The headings used in this Agreement arc used for convenience only and arc not to be considered in construing or interpreting this Agreement. 5.9 Successors and Assigns: Survival. This Agreement may be assigned upon written consent of 1TD,which consent shall not be unreasonably withheld.All provisions of this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their heirs,successors and assigns and shall survive any transfer or assignment by a Party or their heirs, successors or assigns. This Agreement shall remain effective notwithstanding the expiration,cancellation, termination or completion of this Agreement as may be necessary for any Party to enforce the terms and provisions of this Agreement. 5.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument. 5.1 I No Third Party Beneficiary Rights. This Agreement is not intended to create, nor shall it in any way be interpreted or construed to create, any third-party beneficiary rights in any person not a party hereto. 5.12 Recordation. This Agreement shall be recorded with the Ada County, Boise County, and Gem County Recorders offices immediately upon the adoption and execution of the Agreement by all Parties. 5.13 Time is of the essence. Time is of the essence for this Agreement 5.14 Authority. Each Party represents and warrants that it has taken all necessary actions as required by applicable law to enter into this Agreement. [End of text. Signatures and Exhibits follow.] STATE HIGHWAY MITIGATION AGREEMENT—PAGE 9 Intergovernmental Agreement d l City of Eagle -14- EXHIBITS: A—Legal Description of the Project Sitc B—Project Trip Generation Summary C—Project Schedule D—Developer and ITD Project List E—Project Area Map STATE HIGHWAY MITIGATION AGREEMENT—PAGE 10 Intergovernmental Agreement City of Eagle -15- IN WITNESS WHEREOF,the parties have executed this Agreement,effective as of the Effective Date. ITD: IDAHO TRANSPORTATION DEPARTMENT,an executive department of the State of Idaho By: Its: DEVELOPER: Avimor Development LLC,an Idaho Limited Liability Company By: Its: STATE OF IDAHO :ss. County of Ada ) On this day of ,20 , before me,a Notary Public in and for the State of Idaho,personally appeared ,known to me to be the of the Idaho Transportation Department, a division of the State of Idaho, and the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the saute on behalf of the Idaho Transportation Department. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public for Idaho Residing at: My commission expires: STATE HIGHWAY MITIGATION AGREEMENT—PAGE 11 Intergovernmental Agreement City of Eagle -16- STATE OF :ss. County of ) On this day of ,20 ,before me,a Notary Public in and for the State of , personally appeared ,known or identified to me to be the for Avimor Development LLC and who subscribed said name to the foregoing instrument,and acknowledged to me that he executed the same in said company name. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. Notary Public for Residing at: My commission expires: STATE HIGHWAY MITIGATION AGREEMENT—PAGE 12 Intergovernmental Agreement City of Eagle -17- EXHIBIT A Legal Description of Project Site ADA COUNTY Legal Description Legal Description Avon or A tract of hard located in Township 5 North,Range 1 East.Boise Meridian,Ada Courtly,Idaho described as follows: In Section I.all portions which lie in Ada County,and; In Section 2,the South One half of the Northwest One Quarter,the South One half, Ciovemment Lots 3 and 4,and, In Section 3.the East One Half of the Southwest One Quarter,the Southeast One Quarter,the South One Half of the Northeast One Quarter,the Southeast One Quarter of the Northwest One Quarter,the Southwest One Quarter of the Northwest One Quarter.Government Lots I, 2,3.and 4,and; In Section 4,the South One Half,the South One Half of the Northwest One Quarter,the Southeast One Quarter of the Northeast One Quarter,Govemments Lots I and 4,and; In Section 5,the Northeast One Quarter of the Southeast Otte Quarter,the South One Half of the Northeast One Quarter,Government Lots I and 2,and; In Seaton 7,the Southwest One Quarter of the Southeast One Quarter.the Southeast One Quarter of the Southwest One Quarter lying easterly of Willow Creek Road,and; In Section S,the South One Half of the Northeast One Quartet.the Last One Half of the Northwest One Quarter and the South Otte Half,and; All of Section 9,and; In Section I o,the Southeast One Quarter of the Northeast One Quarter and the Southwest One Quarter,and; In Section 11,the South One Half of the Northwest One Quarter and the North One IlaHof the Northeast One Quarter,and; All of Section 12,Except from the Southwest One Quarter of the Southwest One Quarter of said Section 12,a one acre parcel for a school Iwuse lug inset-red in Sheriff's Deed recorded under Instrument No.143440 in Book h3 of Deeds,Page t 71. In Section 13,the North One'Ulf,the Southeast One Quarter and the North One Halt of the Southwest One Quarter,and, Pape 1,2 20 STATE HIGHWAY MITIGATION AGREEMENT—PAGE 13 • Intergovernmental Agreement City of Eagle -18- In Section 17,the Northwest One Quarter,the East One Half,the North One Half of the Southwest One Quarter,and the South One Half of the Southwest One Quarter lying easterly of Willow Creek Road,and; In Section 18,the South One Half of the Northeast One Quarter lying easterly of Willow Creek Road,the Northeast One Quarter of the Northwest One Quarter lying easterly of Willow Creek Road,Northwest One Quarter of the Northeast One Quarter lying easterly of Willow Creek Road,East One Half of the Southeast One Quarter lying easterly of Willow Creek Road and; In Section 24,the North One Half of the Northeast One Quarter. Subject to all existing easements and rights-of-way,recorded or prescriptive. AND ALSO A tract of land located in Township 5 North,Range 2 East,Boise Meridian,Ada County,Idaho described as follows: In Section 6,all portions which lie within Ada County, Except that portion conveyed to the State of Idaho for public road by deed recorded under Instrument No.127565 in Book 182 of Deeds,Page 23. And Except that portion conveyed to the State of Idaho by deed recorded under Instrument No.191535 in Book 235 of Deeds,Page 542. And Except that portion conveyed to the State of Idaho by deed recorded under Instrument No 8514764. In Section 7,all portions which lie within Ada County, Except that portion conveyed to the State of Idaho by deed recorded under Instrument No. 160917 in Book 208 of Deeds,Page 611. And Except that portion conveyed to the State of Idaho by deed recorded under Instrument No.191535 Book 235 of Deeds,Page 542. And Except that portion conveyed to the State of Idaho by deed recorded under Instrument No.8514764. And Except a parcel of land situated in a portion of the East 1/2 of Section 7,a portion of the West 1/2 of the Southwest 1/4 of Section 8,a portion of the East 1/2 of Section 18,and the West 1/2 of the West 1/2 and the Southeast 1/4 of the Southwest 1/4 of Section 17,Township 5 North,Range 2 East,Boise Meridian,Ada County,Idaho(Includes Avimor Subdivisions Nos 1-4)and being more particularly described as follows: Page 2 of 20 STATE HIGHWAY MITIGATION AGREEMENT—PAGE 14 it Intergovernmental Agreement City of Eagle -19- Commencing at a found aluminum cap marking the north 1/4 confer of said Section 7,which bears N89°15'36"W a distance of 2609.16 feet tom a found brass cap marking the northeast corner of said Section 7,thence following the northerly line of the Northeast 1/4 of said Section 7,S89°15'36"E a distance of 17728 feet to a point on the easterly right-of-way line of State Highway 55 and being the POINT OF BEGINNING. Thence following said northerly line S89"I5'36"E a distance of 626.37 feet to a point being the intersection of the Ada/Boise County line and the northerly line of said Northeast 1/4 of Section 7; Thence leaving said northerly line and following said Ada/Boise County line S44'03'42"E a distance of 2581.21 feet to a point being the intersection of said Ada/Boise County line and the easterly line of said Northeast I/4 of Section 7; Thence leaving said County line and following said easterly line,S00°19'21"W a distance of 839.80 feet to a found a aluminum cap marking the east ti4 corner of said Section 7; Thence leaving said easterly line and following the northerly line of the Southwest 1/4 of said Section 8,S88°00'30"E a distance of 846.43 feet to a point being the intersection of the Ada/Boise County line and the northerly line of said Southwest 1/4 of Section 8; Thence leaving said northerly line and following said AdaBoise County line,S44°04'52"F.a distance of 595.05 feet to a point being the intersection of said Ada/Boise County line and the easterly line of the West 1/2 of the Southwest 1/4 of said Section 8; Thence leaving said County line and following said easterly line,S00°54'1 I"E a distance of 2.225.26 feet to a found 5/8-inch rebar marking the southeast corner of said West 1/2 of the Southwest 1/4(West I/16 corner Sections 8 and 17); Thence leaving the easterly line of said West 1/2 of the Southwest 1/4 of Section 8 and following the easterly line of the West 1/2 of the Northwest l/4 of said Section 17, S00°54'II"E a distance of 2,661.41 feet to a point being the southeast corner of said West 1/2 of the Northwest 1/4(C-W 1/l6 corner Section 17); Thence leaving said easterly line and following the easterly line of the Northwest 1/4 of thew Southwest 1/4 of said Section 17.S00°54'12"F,a distance of 1,329.23 feet to a found 5/8- inch rebar marking the southeast corner of said Northwest 1/4 of the Southwest 1/4(SW 1 16 corner Section 17); Thence leaving said easterly line and following the northerly line of the Southeast 1/4 of the Southwest I/4 of said Section 17,N89°43'21"E a distance of 1,292.35 feet to a found 5/8- inch rebar marking the northeast corner of said Southeast 1/4 of the Southwest 1/4(C-S 1/16 corner Section 17; Thence leaving said northerly line and following the easterly line of said Southeast 1/4 of the Southwest I/4,S00°39'09"E a distance of 1,322.57 feet to a found aluminum cap marking the south 1/4 corner of said Section 17; Thence leaving said easterly line and following the southerly line of said Southwest I'4 of Section 17,S89°25'41"W a distance of 2,573.114 feet to a found aluminum cap marking the southwest corner of said Section 17; Thence leaving said southerly line of said Southwest 1/4 of Section 17 and following the southerly line of the Southeast 1;4 of Section 18 and the subdivision boundary of Avimor Subdivision no.I,N87°l7'17"W a distance of 2,168.19 feet to a found 5/8-inch rebar; Thence leaving said southerly line of said Southeast 114 of Section 18 and following said subdivision boundary,S02°42'43"W a distance of 330.00 feet to a found 5/8-inch rebut; Thence following said subdivision boundary,N87°l7'l7"W a distance of 919.72 feet to a point on the easterly right-of-way line of State Highway 55; Thence following said subdivision boundary and said easterly right-of-way line the following courses: Page 3°tin STATE HIGHWAY MITIGATION AGREEMENT—PAGE 15 Intergovernmental Agreement City of Eagle -20- 1. 238.92 feet along the arc of a non-tangent curve to the left,said curve having a radius of 1,225.92 feet,a delta angle of 11°09'58"and a chord bearing of NO2°39'30"E.and a chord distance of 238.54 feet; 2. S87°04'3I"W a distance of 15.00 feet; 3. 257.09 feet along the arc of a spiral curve to the left having a chord bearing of N07°03'46"W a distance of 256.95 feet; 4. N09°10'29"W a distance of 530.28 feet; 5. S80°49'3 I"W a distance of 5.00 feet; 6. N09°10'29"W a distance of 534.91 feet; 7. 243.46 feet along the arc of a spiral curve to the right having a chord bearing of N07°07'10"W a distance of 243.33 feet; 8. 102.03 feet along the arc of a circular curve to the right,said curve having a radius of 1,085.92 feet,a delta angle of 05°23'01",a chord bearing of NOO°13'59"W and a chord distance of 101.99 feet; 9. 243.46 feet along the arc of a spiral curve to the right having a chord bearing of N06°39'13"E and a chord distance of 243.33 feet; 10.N81°17'28"W a distance of 19.93 feet; I I.N08°42'04"E a distance of 1,715.79 feet; Thence leaving said subdivision boundary and following said easterly right-of-way line the following courses: 1. N08°42'04"E a distance of 3,600.85 feet; 2. 292.97 feet along the arc of a circular curve to the left,said curve having a radius of 1,974.86 feet,a delta angle of 08°29'59",a chord bearing of N04°27'05"E and a chord distance 292.69 feet; 3. NOO°12'06"E a distance of 2,925.84 feet; 4. 296.83 feet along the arc of a circular curve to the left,said curve having a radius of 2,929.79 feet,a delta angle of 05°47'25",a chord bearing NO2°41'37"W and a chord distance of 295.96 feet to the POINT OF BEGINNING; In Section 8,those portions of the Southwest One Quarter and the Southwest One Quarter of the Southeast One Quarter lying in Ada County, Except a parcel of land situated in a portion of the East 1/2 of Section 7,a portion of the West 1/2 of the Southwest 1/4 of Section 8,a portion of the East 1/2 of Section 18,and the West 1/2 of the West 1/2 and the Southeast 1/4 of the Southwest 1/4 of Section 17,Township 5 North,Range 2 East,Boise Meridian,Ada County,Idaho(Includes Avimor Subdivisions Nos 1-4)and being more particularly described as follows: Commencing at a found aluminum cap marking the north 1/4 corner of said Section 7,which bears N89°15'36"W a distance of 2609.16 feet from a found brass cap marking the northeast comer of said Section 7,thence following the northerly line of the Northeast 1/4 of said Section 7,589°15'36"E a distance of 177.28 feet to a point on the easterly right-of-way line of State Highway 55 and being the POINT OF BEGINNING. Thence following said northerly line S89°15'36"E a distance of 626.37 feet to a point being the intersection of the Ada/Boise County line and the northerly line of said Northeast 1/4 of Section 7; Thence leaving said northerly line and following said Ada/Boise County line S44°03'42"E a distance of 2581.21 feet to a point being the intersection of said Ada/Boise County line and the easterly line of said Northeast 1/4 of Section 7; Thence leaving said County line and following said easterly line,SOO°19'21"W a distance of 839.80 feet to a found a aluminum cap marking the east 1/4 corner of said Section 7; Page 4 of IS STATE HIGHWAY MITIGATION AGREEMENT-PAGE 16 Intergovernmental Agreement City of Eagle -21- Thence leaving said easterly line and Billowing the northerly line of the Southwest 1/4 of said Section 8,S88°00'30"E a distance of 846.43 feet to a point being the intersection of the Adalioise County line and the northerly line of said Southwest 1/4 of Section 8; Thence leaving said northerly line and following said Adwboisc County line,S44'04'S2"E:a distance of 595.05 feet to a point being the intersection of said Ada/Boise County line and the easterly line of the West I/2 of the Southwest I/4 of said Section 8; Thence leaving said County line and following said easterly line,S00"54'1 I"L-a distance of 2,225.26 feet to a found 5/8-inch rebar marking the southeast corner of said West 12 of the Southwest 1/4(West 1;16 corner Sections 8 and 17); Thence leaving the easterly line of said West 112 of the Southwest 14 of Section 8 and following the easterly line of the West 1.'2 of the Northwest 1.4 of said Section 17. S00°54'I I"E.a distance of 2,661.41 feet to a point being the southeast corner of said West U2 of the Northwest 114(C-W 1,16 corner Section 17); Thence leaving said easterly line and following the easterly line of the Northwest I4 of thew Southwest 14 of said Section 17,S00°54'12"E a distance of 1.329.23 feet to a found 5/8- inch rehar marking the southeast corner of said Northwest li4 of the Southwest 14(SW 1/16 corner Section 17); Thence leaving said easterly line and following the northerly line of the Southeast I/4 of the Southwest I/4 of said Section 17,N89°43'21"E a distance of 1,292.35 feet to a found 5/8- inch rebar marking the northeast corner of said Southeast 14 of the Southwest IA(C-S 1'16 corner Section 17; Thence leaving said northerly line and following the easterly line of said Southeast 1/4 of the Southwest 1/4,S00'39'09"E a distance of 1,322.57 feet to a found aluminum cap marking the south 1/4 corner of said Section 17; Thence leaving said easterly line and following the southerly line of said Southwest I,4 of Section 17,S89°25'41"W a distance of 2,573.04 feet to a found aluminum cap marking the southwest corner of said Section 17; Thence leaving said southerly line of said Southwest 1.4 of Section 17 and following the southerly line of the Southeast 14 of Section 18 and the subdivision boundary of Avunor Subdivision no.I,N87°17'17"W a distance of 2,168.19 feet to a found 5/8-inch rehar; Thence leaving said southerly line of said Southeast 1'4 of Section 18 and tollowing said subdivision boundary,S02'42'43"W a distance of 330.00 feet to a found 5/8-inch rebar; Thence following said subdivision boundary,N87'17'17"W a distance of 919.72 feet to a point on the easterly right-of-way line of State Highway 55; Thence following said subdivision boundary and said easterly right-of-way line the following courses: 1. 238.92 feet along the arc of a non-tangent curve to the tell,said curve having a radius of 1,225.92 feet,a delta angle of 11'09'58"and a chord bearing of NO2°39'30"E and a chord distance of 238.54 feet; 2. S87°04'31"W a distance of 15.00feet; 3. 257.09 feet along the arc of a spiral curve to the left having a chord hearing of N07°03'46"W a distance of 256.95 feet: 4. N09°10'29"W a distance of 530.28 feet; 5. S80°4931"W a distance of 5.00 feet: 6. N09'I0'29"W a distance of 534.91 feet; 7. 243.46 feet along the arc of a spiral curve to the right having a chord bearing of N07'07'10"W a distance of 243.33 feet; 8. 102.03 feet along the arc of a circular curve to the right,said curve having a radius of 1,085.92 feet,a delta angle of 05'23'01",a chord bearing of N00 13'S9"W and a chord distance of 101.99 feet: Ng,5 of 20 STATE HIGHWAY MITIGATION AGREEMENT—PAGE 17 Intergovernmental Agreement City of Eagle -22- 9. 243.46 feet along the arc of a spiral curve to the right having a chord bearing of N06°39'13"E and a chord distance of 243.33 feet; 10.N8l°17'28"W a distance of 19.93 feet; I I.N08°42'04"E a distance of 1,715.79 feet; Thence leaving said subdivision boundary and following said easterly right-of-way line the following courses: I. N08°42'04"E a distance of 3,600.85 feet; 2. 292.97 feet along the arc of a circular curve to the left,said curve having a radius of 1,974.86 feet,a delta angle of 08°29'59",a chord bearing of N04°27'05"E and a chord distance 292.69 feet; 3. N00°12'06"E a distance of 2,925.84 feet; 4. 296.83 feet along the arc of a circular curve to the left,said curve having a radius of 2,929.79 feet,a delta angle of 05°47'25",a chord bearing NO2°41'37"W and a chord distance of 295.96 feet to the POINT OF BEGINNING; In Section 17,the Northeast One Quarter of the Northwest One Quarter,those portions of the North One Half of the Northeast One Quarter lying in Ada County,and; All of Section 18, Except that portion conveyed to the State of Idaho for public road by deed recorded under Instrument No.127564 in Book 182 of Deeds,Pages 21 and 22. And Except that portion conveyed to the State of Idaho by deed recorded under Instrument No.160917 in Book 208 of Deeds,Page 611. And Except that portion conveyed to the State of Idaho by deed recorded under Instrument No.610585. And Except that portion conveyed to the State of Idaho by deed recorded under Instrument 1 No.8514764. And Except a parcel of land situated in a portion of the East 1/2 of Section 7,a portion of the West 1/2 of the Southwest 1/4 of Section 8,a portion of the East 1/2 of Section 18,and the West 1/2 of the West 1/2 and the Southeast 1/4 of the Southwest 1/4 of Section 17,Township 5 North,Range 2 East,Boise Meridian,Ada County,Idaho(Includes Avimor Subdivisions Nos 1-4)and being more particularly described as follows: Commencing at a found aluminum cap marking the north 1/4 corner of said Section 7,which bears N89°15'36"W a distance of 2609.16 feet from a found brass cap marking the northeast corner of said Section 7,thence following the northerly line of the Northeast 1/4 of said Section 7,S89°l5'36"E a distance of 177.28 feet to a point on the easterly right-of-way line of State Highway 55 and being the POINT OF BEGINNING. Thence following said northerly line S89°I5'36"E,a distance of 626.37 feet to a point being the intersection of the Ada/Boise County line and the northerly line of said Northeast 1/4 of Section 7; Thence leaving said northerly line and following said Ada/Boise County line S44°03'42"E a distance of 2581.21 feet to a point being the intersection of said Ada/Boise County line and the easterly line of said Northeast 1/4 of Section 7; Page 6 of 20 iI STATE HIGHWAY MITIGATION AGREEMENT—PAGE 18 ,,, 1 1 Intergovernmental Agreement City of Eagle -23- Thence leaving said County line and following said easterly line,S00°19'21"W a distance of 839.80 feet to a found a aluminum cap marking the east 1/4 corner of said Section 7; Thence leaving said easterly line and following the northerly line of the Southwest 114 of said Section 8,S88°00'30"E a distance of 846.43 feet to a point being the intersection of the AdaBoise County line and the northerly line of said Southwest 1/4 of Section 8; Thence leaving said northerly line and following said Ada Boise County line,S44°04'52"E a distance of 595.05 feet to a point being the intersection of said Ada/Boise County line and the easterly line of the West 1/2 of the Southwest I/4 of said Section 8; Thence leaving said County line and following said easterly line,S00°54'1 1"E a distance of 2,225.26 feet to a found 5/8-inch rebar marking the southeast corner of said West 1/2 of the Southwest 1/4(West 1/16 corner Sections 8 and 17); Thence leaving the easterly line of said West 1/2 of the Southwest 1/4 of Section 8 and following the easterly line of the West 1/2 of the Northwest I/4 of said Section 17, S00°54'l I"E a distance of 2,661.41 feet to a point being the southeast corner of said West 1/2 of the Northwest I/4(C-W h 16 corner Section 17); Thence leaving said easterly line and following the easterly line of the Northwest 1:4 of thew Southwest 1/4 of said Section 17,S00'54'U T a distance of 1,329.23 feet to a found 518- inch rebar marking the southeast corner of said Northwest 1/4 of the Southwest 1/4(SW I'16 corner Section 17); Thence leaving said easterly line and following the northerly line of the Southeast 1/4 of the Southwest 1/4 of said Section 17,N89°43'21"E a distance of 1,292.35 feet to a found 5/8- inch rebar marking the northeast corner of said Southeast 1/4 of the Southwest 1/4(C-S 1/16 corner Section 17; Thence leaving said northerly line and following the easterly line of said Southeast 1/4 of the Southwest 1/4,S00°39'09"E a distance of 1,322.57 feet to a found aluminum cap marking the south 1/4 corner of said Section 17; Thence leaving said easterly line and following the southerly line of said Southwest 1/4 of Section 17,S89°25'41"W a distance of 2,573.04 feet to a found aluminum cap marking the southwest corner of said Section 17; Thence leaving said southerly line of said Southwest 1/4 of Section 17 and following the southerly line of the Southeast 114 of Section 18 and the subdivision boundary of Avimor Subdivision no.1,N87°17'17"W a distance of 2,168.19 feet to a found 5/8-inch rebar: Thence leaving said southerly line of said Southeast 1/4 of Section 18 and following said subdivision boundary,S02°42'43"W a distance of 330.00 feet to a found 5/8-inch rebar; Thence following said subdivision boundary,N87°17'17"W a distance of 919.72 feet to a point on the easterly right-of-way line of State Highway 55; Thence following said subdivision boundary and said easterly right-of-way line the following courses: 1. 238.92 feet along the arc of a non-tangent curve to the left,said curve having a radius of 1,225.92 feet,a delta angle of 11°09'58"and a chord bearing of N0299'30"E and a chord distance of 238.54 feet: 2. S87°04'31"W a distance of 15.00 feet; 3. 257.09 feet along the arc of a spiral curve to the left having a chord hearing of N07°03'46"W a distance of 256.95 feet; 4. N09°10'29"W a distance of 530.28 feet; 5. 580°49'31"W a distance of 5.00 feet; 6. N09°10'29"W a distance of 534.91 feet; 7. 243.46 feet along the arc of a spiral curve to the right having a chord bearing of • N07°07'10"W a distance of 243.33 feet: 8. 102.03 feet along the arc of a circular curve to the right,said curve having a radius of 1,085.92 feet,a delta angle of 05°2 3'01",a chord bearing of N00°13'59"W and a chord distance of 101.99 feet; Pagc 7 of tt/ STATE HIGHWAY MITIGATION AGREEMENT—PAGE 19 Intergovernmental Agreement City of Eagle -24- 9. 243.46 feet along the arc of a spiral curve to the right having a chord bearing of N06°39'13"E and a chord distance of 243.33 feet; 10.N81°I7'28"W a distance of 19.93 feet; I I.N08°42'04"E a distance of 1,715.79 feet; Thence leaving said subdivision boundary and following said easterly right-of-way line the following courses: I. N08°42'04"E a distance of 3,600.85 feet; 2. 292.97 feet along the arc of a circular curve to the left,said curve having a radius of 1,974.86 feet,a delta angle of 08°29'59",a chord bearing of N04°27'05"E and a chord distance 292.69 feet; 3. NOO°12'06"E a distance of 2,925.84 feet; 4. 296.83 feet along the arc of a circular curve to the left,said curve having a radius of 2,929.79 feet,a delta angle of 05°47'25",a chord bearing NO2°41'37"W and a chord distance of 295.96 feet to the POINT OF BEGINNING; In Section 19,Government Lot 1,the Northeast One Quarter of the Northwest One Quarter, the Southeast One Quarter of the Northwest One Quarter,North One Half of the Northeast One Quarter Except that portion conveyed to the State of Idaho for a right-of-way for a Public Highway by deed recorded under Instrument No.160903 in Book 208 of Deeds,Page 595. And Except that portion conveyed to the State of Idaho by deed recorded under Instrument No.160917 in Book 208 of Deeds,Page 611. And Except that portion conveyed to Ada County for Healy Toll Road by deed recorded under Instrument No.19780 in Book 74 of Deeds,Page 254. And Except that portion conveyed to the State of Idaho by deed recorded under Instrument No.610585. And Except that portion conveyed to the State of Idaho by deed recorded under Instrument No.645947. And Except a parcel of land situated in a portion of the East 1/2 of Section 7,a portion of the West 1/2 of the Southwest 1/4 of Section 8,a portion of the East 1/2 of Section 18,and the West 1/2 of the West 1/2 and the Southeast 1/4 of the Southwest 1/4 of Section 17,Township 5 North,Range 2 East,Boise Meridian,Ada County,Idaho(Includes Avimor Subdivisions Nos 1-4)and being more particularly described as follows: Commencing at a found aluminum cap marking the north 1/4 corner of said Section 7,which bears N89°15'36"W a distance of 2609.16 feet from a found brass cap marking the northeast corner of said Section 7,thence following the northerly line of the Northeast 1/4 of said Section 7,S89°I S'36"E a distance of 177.28 feet to a point on the easterly right-of-way line of State Highway 55 and being the POINT OF BEGINNING. Thence following said northerly line S89°15'36"E a distance of 626.37 feet to a point being the intersection of the Ada/Boise County line and the northerly line of said Northeast 1/4 of Section 7; Thence leaving said northerly line and following said Ada/Boise County line S44°03'42"E a distance of 2581.21 feet to a point being the intersection of said Ada/Boise County line and the easterly line of said Northeast 1/4 of Section 7: Page 0 of 20 STATE HIGHWAY MITIGATION AGREEMENT—PAGE 20 Intergovernmental Agreement City of Eagle -25- Thence leaving said County line and following said easterly line.S00'l9''_I"W a distance of 839.80 feet to a found a aluminum cap marking the east 1/4 corner of said Section 7: Thence leaving said easterly line and following the northerly line of the Southwest 1/4 of said Section 8,S88°00'30"E a distance of 846.43 feet to a point being the intersection of the Ada'Boise County line and the northerly line of said Southwest 1/4 of Section 8, Thence leaving said northerly line and following said Ada'Boise County line,S44'04'52"I{a distance of 595.05 feet to a point being the intersection of said Ada/Boise County line and the easterly line of the West 12 of the Southwest 1/4 of said Section 8; Thence leaving said County line and following said easterly line,S00'54'I I"E a distance of 2.225.26 feet to a found 5'8-inch rebar marking the southeast corner of said West 1:2 of the Southwest 1/4(West 1'16 corner Sections 8 and 17); thence leaving the easterly line of said West 1/2 of the Southwest 1/4 of Section 8 and following the easterly line of the West 1'2 of the Northwest I/4 of said Section 17, S00°54't 1"E a distance of 2,661.41 feet to a point being the southeast corner of said West 1:22 of the Northwest I/4(C-W 1/16 corner Section 17); Thence leaving said easterly line and following the easterly line of the Northwest 1 4 of thew Southwest 1/4 of said Section 17,SO0'54'12"E a distance of 1,329.23 feet to a found 5i8- inch rebar marking the southeast corner of said Northwest 1/4 of the Southwest 1'4(SW 1'16 comer Section 17); Thence leaving said easterly line and following the northerly line of the Southeast 1/4 of the Southwest I'4 of said Section 17,N89'43'21"E a distance of 1,292.35 feet to a found 5/8- inch rebar marking the northeast corner of said Southeast 1/4 of the Southwest 1/4(C-S 1/16 corner Section 17; Thence leaving said northerly line and following the easterly line of said Southeast I'4 of the Southwest 1/4,SOO°39'09"E a distance of 1,322.57 feet to a found aluminum cap marking the south 1/4 corner of said Section 17; Thence leaving said easterly line and following the southerly line of said Southwest 1/4 of Section 17,S89°25'41"W a distance of 2,573.04 feet to a found aluminum cap marking the southwest corner of said Section 17; Thence leaving said southerly line of said Southwest 1/4 of Section 17 and following the southerly line of the Southeast('4 of Section 18 and the subdivision boundary of Avimor Subdivision no.1,N87°17'17"W a distance of 2,168.19 feet to a found 5/8-inch rebar: Thence leaving said southerly line of said Southeast 1'4 of Section 18 and following said subdivision boundary,S02'42'43"W a distance of 330.00 feet to a found 5/8-melt rebar; Thence following said subdivision boundary,N87°17'I7"W a distance of 919.72 feet to a point on the easterly right-of-way line of State Highway 55: (hence following said subdivision boundary and said easterly right-of-way line the following courses' I. 238.92 feet along the arc of a non-tangent curve to the left,said curve having a radius of 1,225.92 feet,a delta angle of 1 1'09'58"and a chord bearing of NO2'39'30"E and a chord distance of 238.54 feet; 2. S8704'3I"W a distance of 15.00 feet, 3. 257.09 feet along the arc of a spiral curve to the let)having a chord hearing of N07°03'46"W a distance of 256.95 feet: 4. N09'lo'29"W a distance of 530.28 feet; 5. S8O°49'31"W a distance of 5.00 feet: 6. No9°10'29"W a distance of 534.91 feet; 7. 243.46 feet along the arc of a spiral curve to the right having a chord hearing of NO7'07'10"W a distance of 243.33 feet; 8. 102.03 feet along the arc of a circular curve to the right,said curve having a radius of 1,085,92 feet,a delta angle of05°23'01",a chord hearing of NO0'13'59"W and a chord distance of 101.99 feet: Page 9,120 STATE HIGHWAY MITIGATION AGREEMENT—PAGE 21 Intergovernmental Agreement City of Eagle -26- 9. 243.46 feet along the arc of a spiral curve to the right having a chord bearing of N06°39'13"E•:and a chord distance of 243.33 feet; 10.N81°17'28"W a distance of 19.93 feet; 11.N08'42'04"E a distance of 1,715.79 feet; Thence leaving said subdivision boundary and following said easterly right-of-way line the following courses: I. N08°42'04"E a distance of 3,600.85 feet; 2. 292.97 feet along the arc of a circular curve to the left,said curve having a radius of 1,974.86 feet,a delta angle of 08°29'59",a chord bearing of N04°27'05"E and a chord distance 292.69 feet; 3. NOO°12'06"E a distance of 2,925.84 feet; 4. 296.83 feet along the arc of a circular curve to the left,said curve having a radius of 2,929.79 feet,a delta angle of 05°47'25",a chord bearing NO2°41'37"W and a chord distance of 295.96 feet to the POINT OF BEGINNING; Subject to all existing easements and rights-of-way,recorded or prescriptive. Containing 6,921 acres,more or less Page 10 of 20 STATE HIGHWAY MITIGATION AGREEMENT—PAGE 22 Intergovernmental Agreement City of Eagle -27- BOISE COUNTY Legal Description Avimor A tract of land located in Township 5 North,Range I East,Boise Meridian,Boise County,Idaho described as follows In Section 1.the portions of the Northeast One Quarter which lie within Boise County including Government Lots I and 2,and; AND ALSO A tract of land located in'Township S North,Range 2 East,Boise Meridian,Boise County,Idaho described as follows: In Section 5,Government Lots 2,3 and 4,the South One Half of the North One Half and the South One Ilalf,and; In Section 6,all portions which lie within Boise County including but not limited to that portion of abandoned highway right of way as evidenced by Instrument No.134123,Except those portions conveyed for road right-of-way by deeds recorded under Instrument Numbers 46769 and 116461,and; In Section 7,all portions which lie within Boise County,and; In Section 8,the North One Half of the Northwest One Quarter,the Southeast One Quarter of the Northwest One Quarter,the South One Half of the Northeast One Quarter,the Northeast One Quarter of the Northeast One Quarter,the East One Half of the Southeast One Quarter, those portions of the Southwest One Quarter of the Southeast One Quarter and the Southwest One Quarter lying in Boise County,and; In Section 9,the North One Half of the Northwest One Quarter and the West One Half of the Northeast One Quarter,and; In Sections 17.those portions of the Northwest One Quarter of the Northeast One Quarter which lie within Boise County,and; AND ALSO A tract of land located in Township 6 North,Range 2 East,Boise Meridian,Bone County,Idaho described as follows: In Section 7,the Fast One Half of the Southwest One Quarter,and Government Lots 3,4,10 and I I.and; Peg:11 of 20 STATE HIGHWAY MITIGATION AGREEMENT—PAGE 23 Intergovernmental Agreement City of Eagle -28- In Section 17,the Southeast One Quarter of the Southeast One Quarter lying easterly of Old Highway 55, In Section 18,the East One Half of the Northwest One Quarter,Northeast One Quarter of the Southwest One Quarter,Government Lots I,2,3,and 4,and; In Section 19,the West One Half of the Southwest One Quarter,and; In Section 20,the Northeast One Quarter of the Northeast One Quarter lying easterly of Old Highway 55,the South One Half of the Northeast One Quarter lying easterly of Old Highway 55,the Southeast One Quarter lying easterly of Old I lighway 55 and southeasterly of Highway 55,the Southeast One Quarter of the Southwest One Quarter lying southeasterly of Highway 55,Except a parcel of land located in the SE 1/4 of Section 20,T.6N.,R.2E.,B.M., Boise County,Idaho more particularly described as follows: Commencing at the S1/4 corner of said Section 20 from which the of SE corner of said Section 29 bears South 89°20'59"East,2621.37 feet;thence along the South boundary line of said Section 20 South 89°20'59"East,878.75 feet to the REAL POINT OF BEGINNING; thence leaving said South boundary line North I7°40'16"West,189.97 feet; thence North 72°19'44"East,1,280.59 feet; thence South 17°40'16"East,614.02 feet to a point on the South boundary line of said Section 20; thence along said South boundary line North 89°20'59"West,1348.97 feet the REAL POINT OF BEGINNING,and; In Section 21,the West One Half of the Northwest One Quarter lying northwesterly of State Highway 55,and; In Section 28,the North One Half,the North One Half of the South One Half,the Southeast One Quarter of the Southwest One Quarter and; All portions of Section 29,Except a parcel of land located in the NE 1/4 of Section 29, I T.6N.,R.2E.,B.M.,Boise County,Idaho more particularly described as follows: Commencing at the N 1/4 corner of said Section 29 from which the of NE corner of said Section 29 bears South 89°20'59"East,2621.37 feet;thence along the North boundary line of said Section 29 South 89°20'59"East,878.75 feet to the REAL POINT OF BEGINNING; thence continuing along said North boundary line South 89°20'59"East,1348.97 feet; thence leaving said North boundary line thence South 17°40'I6"East,746.61 feet; thence South 72°19'44"West,1,280.59 feet; thence North 17°40'16"West,1,170.66 feet to the REAL POINT OF BEGINNING. And Except a parcel of land located in the Sectionl9,Section 20 and Section 29,T.6N., R.2E.,B.M.,Boise County,Idaho more particularly described as follows: BEGINNING at the section corner of said Sections 19,20,29 and Section 311,T.6N., R.2E.,B.M.,Boise County,Idaho: Page 12 of 2I1 STATE HIGHWAY MITIGATION AGREEMENT—PAGE 24 , Ij Intergovernmental Agreement City of Eagle -29- thence along the South boundary line of said Section 19 North 89'19'05"West, 2,660.80 feet to the S I/4 corner of said Section 19; thence continuing along said South boundary,line North 89'59'59"West,1,210.8(1 feet to the W 1/16 corner of said Section 19, thence along the West boundary line of the El/2 of the SW 1..4 of said Section 19 North 00'18'58"West,2,617.95 feet to the C-W l/I6 corner of said Section 19; thence along the West boundary line of the E 1/2 of the N W I/4 of said Section 19 North 00'04'55"West,2,648.13 feet to the WI;lb corner of said Section 19; thence along the North boundary line of said Section 19 South 89'43'54"East. 1.240.53 feet to the N 1.'4 corner of said Section 19: thence along the North-South centerline of said Section 19 South 00'07'20"West, 1.322.33 feet to the C-N I/16 corner of said Section 19; thence along die North boundary line of the S 1/2 of the NE.1;4 of said Section 19 South 89'44'46"East,2,657.07 feet to the NI/16 corner of said Section 19; thence along the North boundary line of the S ti2 of the NW 1 4 of said Section 20 South 89'15'10"East,2,622.39 feet to the C-N li 16 carrier of said Section 20; thence along the North boundary line of the S 1/2 of the NE 1/4 of said Section 20 South 89'23'42"East,1,286.67 feet; thence South 00'10'34"East,83.17 feet to a point on the westerly right-of-way line of Summit Ridge Road(Old Highway 55)as described in that Right-of-Way Deed recorded as Instrument No.52576,records of Boise County,Idaho; thence along said westerly right-of-way line the following 9 courses and distances: thence 183.28 feet along the arc of a non-tangent curve to the left.said curve having a radius of 723.00 feet,a central angle of 14'31'28"and a Tong chord which bears South 39°40'14"West,182.79 feet to a point spiral curve; thence 169.27 feet along a centerline 150.00-foot spiral to the left having a central angle of 7'30'and a long chord which bears South 27'34'24"West,169.14 feet; thence South 24'50'13"West,970.70 feet to a point spiral curve; thence 161.31 feet along a centerline 150.00-foot spiral to the left having a central angle of 4'30'and a long chord which bears South 23°23'20"West,161.27 feet to a point spiral to curve; thence 189.11 feet along the arc of a curve to the left,said curve having a radius of 1,104.90 feet,a central angle of 09'48'23"and a long chord which bears South 15°31'34" West,188.88 feet to a point spiral curve; thence 161.33 feet along a centerline 150.00-foot spiral to the left having a central angle of 4'30'and a long chord which South 07'39'49"West,161.28 feet; thence South 06'00'08"West,927.79 feet to a point spiral curve; thence 138.23 feet along a centerline 150.00-foot spiral to the left having a central angle of 4'30'and a long chord which South 07°38'3I"West,138.17 feet to a point spiral to curve; thence 385.88 feet along the arc of a curve to the right,said curve having a radius of 804.90 feet,a central angle of 27'28'07"and a long chord which bears South 24'39'21" West,382.20 feet to a point on the westerly right-of-way line of State Highway 55 as described in that Corporate Warranty Deed recorded as Instrument No.126533,records of Boise County,Idaho; thence along the westerly right-of-way line of State Highway 55 as described in that Corporate Warranty Deed recorded as Instrument No. 126533 and that Corporate Warranty Deed recorded as Instrument No.116461,records of Boise County,Idaho the following 8 courses and distances Pugc 13 ofan STATE HIGHWAY MITIGATION AGREEMENT—PAGE 25 Intergovernmental Agreement City of Eagle -30- thence South 58°40'59"West,150.06 feet; thence 1,531.06 feet along the arc of a non-tangent curve to the left,said curve having a radius of 1,241.74 feet,a central angle of 70°38'44"and a long chord which bears South 23°21'32"West,1,435.90 feet; thence South 11°57'50"East,427.01 feet; thence 1,108.68 feet along the arc of a non-tangent curve to the right,said curve having a radius of 945.92 feet,a central angle of 67°09'15"and a long chord which bears South 21°34'28"West,1,046.30 feet; thence South 55°09'06"West,454.31 feet; thence North 34°41'22"West,50.03 feet; thence South 55°09'48"West,594.12 feet; thence 488.40 feet along the arc of a non tangent curve to the left,said curve having a radius of 1,291.74 feet,a central angle of 21°39'48"and a long chord which bears South 44°19'15"West,485.50 feet; thence leaving said westerly right-of-way line North 79°35'29"West,640.16 feet to a point on the West boundary line of said Section 29; thence along said West boundary line North 01°17'00"East,107.36 feet to the W 1/4 corner of said Section 29; thence continuing along the West boundary line of said Section 29 North 01°05'10" West,2,711.17 feet to the REAL POINT OF BEGINNING,and; All portions of Section 30,Except that portion thereof conveyed to the State of Idaho by the Deed recorded under Instrument No.116461. In Section 31,the East One Half,the East One Half of the Southwest One Quarter,the East One Half of the Northwest One Quarter,and Government Lots I,2,3,and 4,Except that portion conveyed to the State of Idaho by the Deed Recorded under Instrument No.116461. In Section 32,the North One Half,the Southwest One Quarter,the North One Half of the Southeast One Quarter and the Southwest One Quarter of the Southeast One Quarter. Subject to all existing easements and rights-of-way,recorded or prescriptive. Containing 5,338 acres,more or less. Page 14 of 20 STATE HIGHWAY MITIGATION AGREEMENT—PAGE 26 Intergovernmental Agreement City of Eagle -31- GEM COUNTY Legal Description Avimor A tract of land located in Township 6 North,Range I East,Boise Meridian,Gem County,Idaho described as follows: In Section 12,Lots I,2,3,4,5 and 6,and; In Section 13,Lots I,2,3,4,5,7 and S.the East One Half of the Southwest One Quarter,the Southwest One Quarter of the Southwest One Quarter,Tax parcel RPO6NO l E 149300 lying within Section 13,and; In Section 14,Lots 5 and 6,Tax parcel RP06NOIE149300 lying within Section 14,except any portion of the Independence and Santiago Mines,and; In Section 22,the Southeast One Quarter,the North One Half of the Southwest One Quarter, the Southeast One Quarter of the Southwest One Quarter,and; In Section 23,Lots 2,3,5 and 6,except any portion of the Independence and Santiago Mines,the Southeast One Quarter,the Southwest One Quarter,the Southeast One Quarter of the Northwest One Quarter.Tax parcel RPO6N01 El 49300 lying within Section 23,and; All portions of Section 24.25 and 26,and; In Section 27,the East One Ilall;the East One Ilalf of the West One Half,the Southwest One Quarter of the Southwest One Quarter,and; In Section 28,the Southeast One Quarter,the Southeast One Quarter of the Northeast One Quarter,and; In Section 33,the East One Half,and; In Section 34,the Northeast One Quarter,the South One Half,the South One half of the Northwest One Quarter and the Northeast One Quarter of the Northwest One Quarter,and; In Section 35,the North One Half,and the Southwest One Quarter; In Section 36,the South One I tall of the Southeast One Quarter and the Northeast One Quarter of the Southeast One Quarter,and; EXCEPT the portions lying within the following 2 Legal Descriptions. A tract of land situated in portions of Section 13,14,23 and 24,Township 6 North,Range I East,Boise Meridian,Gem County,Idaho,described as follows: Pay,15oiID STATE HIGHWAY MITIGATION AGREEMENT—PAGE 27 Intergovernmental Agreement City of Eagle -32- Re: Amended Record of Survey filed as Instrument No.170762,records of Gem County, Idaho. The following described portion of Deserter,Independence and Santiago Mining Claims: Beginning at the Southwest corner of the Southeast One Quarter of the Southeast One Quarter of Section 14,Township 6 North,Range 1 East,Boise Meridian,Gem County, Idaho; Thence South 0°0'00",a distance of 800.1 feet, Thence South 78°12'00"East,a distance 227.3 feet, Thence South 85°57'00"East,a distance of 213.67 feet, Thence South 8°50'00"West a distance of 28.85 feet, Thence South 78°12'00"East,a distance of 216.88 feet, Thence North 12°22'00"East,a distance of 600 feet, Thence North 79°49'00"West,a distance of 631.1 feet, Thence North 7°30'00"West,a distance of 600 feet, Thence North 21°52'00"West,a distance of 194.4 feet, Thence South 0°0'00",a distance of 538.4 feet to the real point of beginning. and A parcel of land being in the South 1/2 of Section 13 and the North'/ of Section 24, Township 6 North,Range 1 East,Boise Meridian,Gem County,Idaho,more particularly described as follows: Commencing at the southwest corner of the SW 1/4 of said Section 13,thence S 89°'44'25"E 1648.92 feet along the southerly boundary of said SW 1/4 to a point. also, being the POINT OF BEGINNING; thence N 0°13'03"E 261.91 feet to a non-tangent curve approximately 25-feet southeasterly of an existing road centerline; thence along a course approximately 25-feet from said road centerline the following: along a curve to the left 26.93 feet,said curve baying a radius of 340.00 feet,a central angle of 4°32'20",and a chord which bears S 89"49'44"E 26.93 feet to a point; N 87°54'06"E 23.04 feet to a point of curve; along a curve to the left 147.77 feet,said curve having a radius of 205.00 feet,a central angle of 41°18'00",and a chord which bears N 67°15'06"E 144.59 feet to a point; N 46°36'06"E 13.61 feet to a point of curve; along a curve to the left 93.99 feet,said curve having a radius of 115.00 feet,a central angle of 46°49'45".and a chord which bears N 23°1 t'14"E 91.40 feet to a point; N 0°13'39"W 4.89 feet to a point of curve: Page 16 of 20 STATE HIGHWAY MITIGATION AGREEMENT—PAGE 28 Intergovernmental Agreement City of Eagle -33- along a curve to the right 69.33 feet,said curve having a radius of 180.00 feet,a central angle of 21'04'05".and a chord which bears N 10'48'24"E 68.90 feet to a point; N 2 1'50'26"E 77.31 tees to a point of curve; along a curve to the left 97.31 feet,said curve having a radius of 345.00 feet,a central angle of I6'09'39",and a chord which bears N 13`45'36"E 96.99 feet to a point; N 5'40'48"E 51.13 feet to a point of curve; along a curve to the right 66.42 feet,said curve having a radius of 100.00 teet.a central angle of 38°03'13",and a chord which bears N 24'42'24"E 65.20 feet to a point, N 43'44'01"E.35.48 feet to a point of curve; along a curve to the right 73.88 feet,said curve having a radius of 975.00 feet,a central angle of 4'20'30",and a chord which bears N 45'54'16"E:73.86 feet to a point: N 48'04'31"E 50.76 feet to a point of curve: along a curve to the left 104.17 feet,said curve having a radius of 115.00 feet,a central angle of 5"53'56",and a chord which hears N 22°07'33"E 100.64 feet to a point; N 3°49'25"W 72.08 feet to a point of curve; along a curve to the lett 70.30 feet,said curve having a radius of 105.00 feet,a central angle of 38°21'3 1",and a chord which bears N 23°00'11"W 68.99 feet to a point: N 42°10'56"W 50.33 feet to a point of curve; • along a curve to the right 63.35 feet.said curve having a radius of 45.00 feet,a central angle of 80°39'41",and a chord which bears N 1°51'06"W 58.25 feet to a point; N 38'28'45"E 33.97 feet to a point of curve; along a curve to the right 120.38 feet,said curve having a radius of 1975.00 feel,a central angle of 3'29'32",and a chord which bears N 40°13'31"E 120.36 feet to a point; N 41'58'17 E 45.29 feet to a point of curve; along a curve to the left 136.10 feet,said curve having a radius of 80.00 feet.a central angle of 97'28'38",and a chord which bears N 6°4602"W 120.27 feet to a point; N 55'30'21"W 197.72 feet to a point of curve: along a curve to the right 23.87 feet,said curve having a radius of 45 feet,a central angle of 30''23'51",and a chord which hears N 40"18'25"W 23.60 feet to a point, N 25'06'30"W 123 43 feet to a point ut curve; Page 1' j f 4, • STATE HIGHWAY MITIGATION AGREEMENT-PAGE 29 1}, '�I Intergovernmental Agreement City of Eagle -34- along a curve to the right 43.21 feet,said curve having a radius of 75.00 feet,a central angle of 33°00'38",and a chord which bears N 8°36'11"W 42.62 feet to a point; N 7°54'08"E 55.56 feet to a point of curve; along a curve to the right 82.93 feet,said curve having a radius of 185.00 feet,a central angle of 25°41'02"and a chord which bears N 20°44'39"E 82.24 feet to a point: N 33°35'10"E 30.05 feet to a point of curve; along a curve to the left 114.91 feet,said curve having a radius of 205.00 feet,a central angle of 32°07'04",and a chord which bears N 17 3I'38"E 113.42 feet to a point; N 1°28'06"E 37.40 feet to a point of curve; along a curve to the left 140.21 feet,said curve having a radius of 165.00 feet,a central angle of 48°41'11",and a chord which bears N 22°52'30"W 136.03 feet to a point; N 47°13'05"W 49.57 feet to a point of curve; along a curve to the left 94.19 feet,said curve having a radius of 525.00 feet,a central angle of 10°16'44",and a chord which bears N 52°21'27"W 94.06 feet to a point; N 57°29'49"W 28.05 feet to a point of curve; along a curve to the right 40.48 feet,said curve having a radius of 75.00 feet,a central angle of 30°55'22",and a chord which bears N 42°02'08"W 39:99 feet to a point; N 26°34'28"W 31.83 feet to a point of curve; along a curve to the left 40.56 feet,said curve having a radius of 325.00 feet,a central angle of 7°09"00",and a chord which bears N 30°08'58"W 40.53 feet to a point of compound curve; along a curve to the left 204.91 feet,said curve having a radius of 1205.00 feet,a central angle of 9°44'35",and a chord which bears N 38°35'45"W 204.66 feet to a point of reverse curve; along a curve to the right 18.12 feet,said curve having a radius of 9.00 feet,a central angle of 115°20'29",and a chord which bears N 14°12'1 t"E 15.21 feet to a point; N 71°52'26"E.53.69 feet to a point of curve: along a curve to the right 10.44 feet,said curve having a radius of 15.00 feet,a central angle of 39°52'20",and a chord which bears S 88°11'24"E.10.23 feet to a point; S 68°15'15"E 25.85 feet to a point of curve; along a curve to the left 138.05 feet,said curve having a radius of 180.00 feet,a central angle of 43°56'28",and a chord which bears N 89°46'31"E 134.69 feet to a point; Page 10 of 20 STATE HIGHWAY MITIGATION AGREEMENT-PAGE 30 Intergovernmental Agreement City of Eagle -35- N 67'48'17"E 16.68 feet to a point of cone; along a curve to the right 21.It)feet,said curve having a radius of 25 00 feet,a central angle of 48'21'46".and a chord which bears S 86'00'50"E 20.48 feet to a point; S 63'49'56"E 28.26 feet to a point of curve; along a curve to the left 57.52 feet,said curve having a radius of 75.011 feet,a central angle ut 43'56'45",and a chord which hears S 85`48'18"E 56.13 feet to a point; N 72`13'19"E 11.56 feet to a point of curve; along a curve to the left 123.13 feet,said curve having a radius of 120.00 leer,a central, angle of 58'47'23",and a chord which bears N 42'49'37"E 117.80 feet to a point of non- tangency on the northerly boundary of the S Y.,of said Section 13; thence leaving the course approximately 25 feet from the said road centerline, S 89°43'13"E 3135.19 feet along the said northerly boundary to the northeast corner of the SE'4 of said Section 13,also said point being on the Clem County.Boise County line; thence S 1'10'10"E 2640,28 feet along the easterly boundary of said SE Vs,and county line to the southeast corner of said Section 13; thence S 37'19"E.38.60 feet along the easterly boundary of the NE NE b,ot said Section 24 and county line to the northwest corner of Section 19,T.6N.,R2E.,BM,Boise County, Idaho; thence S 0°17'18"E 1289.14 feet along the easterly boundary of said NEI.NEV..of said Section 24 and county line to the southeast corner of the NV,NE'.:of said Section 24: thence N 8999'59'.W 2641.61 feet along southerly boundary of said N).NE to the SE corner of the NE!':,NE',:of said Section 24: thence N 89'39'28"W 152.89 feet along southerly boundary of said NE'/,NWi,to a point of non-tangent curve set 25-feet northeasterly from the centerline of Pearl Road; thence along a course approximately 25 feet from said centerline of Pearl Road the following; along a curve to the left 43.45 feet,said curve having a radius of 443.35 feet,a central angle of 5'36'53".and a chord which hears N 52'33'54"W 43.43 feet to a point: N 55'22'20"W 23.81 feet to a point of curve; along a curve to the lef1.68.73 feet.said curve having a radius of 325.00 feet:a central angle of 12'06'59",and a chord which bears N 61'25'49"W 68.60 feet to a poutr. N 67'229'19"W 24.98 feet to a point of cure: Page 19 of Ia STATE HIGHWAY MITIGATION AGREEMENT—PAGE 31 Intergovernmental Agreement City of Eagle -36- along a curve to the left 151.80 feet,said curve having a radius of 725.00 feet,a central angle of 11°59'48",and a chord which bears N 73°29'13"W 151.52 feet to a point: N 79°29'0T'W 202.79 feet to a point of curve; along a curve to the left 174.40 feet,said curve having a radius of 475.00 feet,a central angle of 21°02'12",and a chord which bears S 89°59'47"W 173.42 feet to a point; S 79°28'41"W 92.64 feet to a point of curve; along a curve to the left 96.50 feet,said curve having a radius of 1125 00 feet,a central angle of 4°54'53",and a chord which bears S 77°01'15"W 96.47 feet to a point of non-tangency; thence N 0'11'20"E 1203.31 feet to the poiNI'OF BEGINNING of this description. Bearings herein used are based on the west boundary of Section 24 bearing N 0°30'57"E. Subject to all existing casements and rights-of-way,recorded or prescriptive. Containing 5,263 acres,more or less. This description was cotnpiled from data provided to Idaho Survey Group.Idaho Survey Group did not research the information provided for completeness or accuracy and Idaho Survey Group did not verify the information with a survey on the ground. \ON►L LApO -,"3 s'`GENS., 1. a 11779 A '"a7/rS/z3 R .c OF se.p'Z' yN McCF rage Viol 211 STATE HIGHWAY MITIGATION AGREEMENT—PAGE 32 Intergovernmental Agreement City of Eagle -37- EXHIBIT B Trip Generation Summary Table 1:Existing Avimor Residential Land Use Trip Generation Comparison AM Peak Hour Trip Rate PM Peak HourTrip Rate Avimor Residential Site-Specific Trip Generation Rates Average Trip Rate'(peak hour trips per residential unit) ( OA1 ( 0.50 ITE Residential Trip Generation Rate Estimates Average Trip Rate Estimate••(peak hour trips per residential unit) 0.55 0.73 How Much Lower is Avimor Compared to ITE Estimates? 25% 32% 'Average trip rate based on three separate traffic counts collected between 2017 and 2019 ••Average trip rate of ITE single family housing(Code 210)and multi-family low rise housing)Code 220)land use codes STATE HIGHWAY MITIGATION AGREEMENT—PAGE 33 Intergovernmental Agreement City of Eagle -38- EXHIBIT C Project Schedule 1 Year Estimated Units Proportionate Share Fee Per Unit Annual Fee Total 2 2023 300 S 5,000.00 S 1,500,000.00 3 2024 300 S 5,000.00 S 1,500,000.00 4 2025 300 S 5,000 00 S 1,500,000.00 5 2026 300 S 5,000.00 S 1,500,000.00 6 2027 300 S 5,000.00 S 1,500,000.00 7 2028 300 S 5,000.00 S 1,500,000.00 8 2029 300 S 5,000.00 S 1,500:000.00 9 2030 300 S 5,000.00 S 1:500,000.00 10 2031 300 S 5,000 00 S 1,500,000.00 11 2032 300 S 5,000.00 S 1,500,000.00 12 2033 300 S 5,000.00 S 1,500,000.00 13 2034 300 S 5,000.00 S 1,500,000.00 14 2035 300 S 5,000.00 S 1,500,000.00 15 2036 300 S 5,000.00 S 1,500,000.00 16 2037 300 S 5,000.00 S 1,500:000.00 17 2038 300 S 5,000.00 S 1,500,000.00 18 2039 300 S 5,000.00 S 1,500,000.00 19 2040 300 S 5,000.00 S 1,500,000.00 20 2041 300 S 5,000.00 S 1,500,000.00 21 2042 300 S 5,000 00 S 1,500,000.00 22 2043 300 S 5,000.00 S 1,500,000.00 23 2044 300 S 5,000.00 S 1,500,000.00 24 2045 300 S 5,000.00 S 1,500,000.00 25 2046 300 S 5,000.00 S 1,500,000.00 26 2047 300 S 5,000.00 S 1,500,000.00 27 2048 300 S 5,000.00 S 1,500,000.00 28 2049 300 S 5,000.00 S 1,500,000.00 29 2050 300 S 5,000.00 S 1,500,000.00 30 2051 300 S 5,000.00 S 1,500,000.00 31 2052 300 S 5,000.00 S 1,500,000.00 32 2053 300 S 5,000.00 S 1,500:000.00 33 2054 300 S 5,000.00 S 1,500,000.00 34 2055 100 S 5,000.00 S 500,000.00 35 36 TOTAL 9700 S 48,500,000.00 STATE HIGHWAY MITIGATION AGREEMENT—PAGE 34 Intergovernmental Agreement City of Eagle -39- EXHIBIT D Developer and ITD Projects Project Name Description of Responsible Party Time for Project Completion* SH55 Widening— Realign SH 55 plus Avimor Complete by N of Canyon to N widen to 2 lanes in occupancy of 2,200 of McLeod Way each direction from residences in the north of the canyon Project. (approximately MP 51.5)to north of McLeod Way (approximately MP 54.0) SH55/Avimor Dr. Construct a grade Avimor Complete by Grade Separated separated occupancy of 2,200 Intersection intersection at the residences in the realigned Project. SH55/Avimor Drive intersection SH55/McLeod Replace the at grade Avimor Complete by Way Grade McLeod Way full occupancy of 1,450 Separated access with right- residences in the Intersection in./right-out only Project. access for both NB and SB SH55 and construct grade separated intersection north of right-in%right-out access Willow Creek Potential full access; Avimor Complete with final Access construct NB and platting of adjacent SB right-turn and subdivision phase. left-turn lanes; subject to sight distance standards Pearl Road Access Construct NB left- Avimor Complete with final turn lane platting of adjacent subdivision phase I l :I STATE HIGHWAY MITIGATION AGREEMENT—PAGE 35 Intergovernmental Agreement City of Eagle -40- SH55 Canyon Widen SH55 to 2 ITD When conditions Widening lanes in each warrant and funding direction from 1,500 is available feet north of Brookside Lane (approximately MP 48.7)to north of the canyon (approximately MP 51.5) SH55/SH44 Complete ITD When conditions Intersection improvements to warrant and funding Improvements SH55.%SH44 is available intersection to address growth in regional traffic volumes SH55 Complete widening ITD When conditions Improvements of SH55 to three warrant and funding from north of lanes and other is available) Floating Feather necessary Road to SH44 improvements to address growth in regional traffic volumes *The time for completion was calculated based on the equivalent number of residential units occupied because that is the development type that will be tied to the proportional fee per unit assessment.The number of units triggering each specific project correlates with existing traffic impact studies and analysis for when the improvements are needed STATE HIGHWAY MITIGATION AGREEMENT—PAGE 36 Intergovernmental Agreement City of Eagle -41- EXHIBIT E Project Area Map .F . 6N 1E es- 6N 2E fi tit 1:41S1:11=11011111!•15""L" (11 5N 1 E [11-er5N 2E .;.Legend yr tr - ---- Avimor Project Boundary Project Area(SH55) STATE HIGHWAY MITIGATION AGREEMENT—PAGE 37 Intergovernmental Agreement City of Eagle -42-