Cost Share - 2023 - Regional Park Construction And Cost Share Agreement - 10/17/2023 CONSTRUCTION AND COST SHARING AGREEMENT
(City of Eagle Regional Park)
This CONSTRUCTION AND COST SHARING AGREEMENT ("Agreement") is made and
entered into as of this 1j day of October, 2023 (the "Effective Date"), by and between VALNOVA,
LLC a Utah limited liability company, having a mailing address of 730 N 1500 W, PO Box 1955, Orem,
Utah 84057 ("Valnova"), and the CITY OF EAGLE, an Idaho municipal corporation, with a mailing
address of 660 E. Civic Lane, PO Box 1520, Eagle, Idaho 83616 (the "City"). VALNOVA and the City
may be referred to herein individually as a"Party,"and collectively as the"Parties."
RECITALS
WHEREAS, Valnova is the owner and developer of the Valnova master-planned community in
Ada County,Idaho(the"Valnova Development").
WHEREAS, via two transactions between the Parties in December 2022, Valnova conveyed to
the City certain lands within the vicinity of the Valnova Development.
WHEREAS, the City desires to construct the regional park in multiple phases. Phase 1 includes
mass grading and a temporary gravel access road (the "Phase 1 of the Regional Park"), as more
particularly described and generally depicted in the Exhibit A attached hereto, as part of the overall Eagle
City Regional Park Plan(the"Regional Park").
WHEREAS, the Parties have agreed to work cooperatively in connection with the construction
and development of Phase 1 of the Regional Park,and share certain costs in connection with mass grading
access the road.
WHEREAS, the Idaho Legislature during its 2023 legislative session passed an act, codified at
Idaho Code § 67-2359, requiring public entities of the State of Idaho to include in certain contracts for
services or construction, a written certification that the Vendor/Contractor is not currently owned or
operated by the government of China and will not for the duration of the contract be owned or operated
by the government of China.
WHEREAS, the Idaho Legislature during its 2021 legislative session passed an act, codified at
Idaho Code § 67-2346, requiring public entities of the State of Idaho to include in certain contracts for
services or construction, a written certification that the Vendor/Contractor is not currently engaged in and
will not for the duration of the contract engage in a boycott of goods or services from Israel or territories
under its control.
WHEREAS,Valnova and the City now desire to set forth the terms and conditions of the scope of
work and cost sharing arrangement in connection with the development of Phase 1 of the Regional Park,
all in accordance with the terms and conditions of this Agreement.
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AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and
agreements hereinafter set forth, and other good and valuable consideration,the receipt and sufficiency of
which is hereby acknowledged by the Parties,Valnova and the City agree as follows:
1. Regional Park Design and Development Plans. The City shall, in coordination with
Valnova,prepare the conceptual plan and design of the Regional Park. All cost associated with the initial
conceptual plans and design of the Regional Park, including costs already incurred, shall be borne solely
the City. The City shall engage Alliance Consulting, LLC (the "Engineer") to prepare the final design
drawings for the Regional Park. The final design of the Regional Park shall be approved, in writing, by
both Parties within fifteen (15) business days of receipt of the final design plans from the Engineer (the
"Park Design"). The fees and cost associated with the engagement of the Engineer to prepare the Park
Design shall be borne solely by the City.
2. Construction of the Regional Park. Subject to the terms and conditions of this Agreement,
the City shall be solely responsible for the construction and development of the Regional Park, in
accordance with the Park Design and scope of work set forth in Exhibit A (the "Work"). The City shall
be solely responsible for obtaining and maintaining all permits, consents and/or approvals necessary to
perform the Work and shall complete the same in accordance with all laws, ordinances, rules and
regulations applicable to such Work. In the performance of such obligations, the City shall employ
commercially reasonable efforts to minimize any damage or disruption to the Valnova Development and
any improvements located thereon. The City shall restore, replace, and/or reimburse Valnova for any
damages caused to, the Valnova Development and any improvements located thereon resulting from the
Work.
3. Regional Park Cost Estimate and Cost Sharing. A cost estimate for Phase 1 of the
Regional Park which includes mass grading and a temporary gravel access road is set forth in Exhibit B
attached hereto (the "Cost Schedule"). The City will be responsible to cover the cost for all work as
outlined in the Cost Schedule less $127,497.60 to be covered by Valnova (the "Valnova Contribution
Amount"). The Valnova Contribution Amount, as set forth in Exhibit C, is the sum of construction costs
Valnova would have otherwise paid directly to build its own temporary gravel access road through the
land where the Regional Park is being built.
4. Construction Management. Statements, and Payment Processing. Valnova has agreed to
take the lead in securing contractors and managing the construction as outlined in the"Cost Share Work"
scope, see Exhibit B for depiction of work to be completed for the Cost Schedule amount. The fees and
cost associated with the development and construction of Cost Share Work shall be invoiced to and
approved by Valnova. Valnova shall provide the City a copy of each approved invoice paid by Valnova
during the preceding month along with a statement summarizing the actual total amount of all the
invoices paid to date by Valnova and clearly indicating the amount requested to the City to reimburse
Valnova for its appropriate pro rata cost share. The City shall reimburse Valnova within thirty (30) days
of receipt of each invoice for its share of the invoiced and approved work completed to date. During the
term of this Agreement, the City shall have the right, upon thirty (30) days' prior notice and during
normal business hours,to inspect and audit the books and records relating to all invoices cost.
5. Notices. All communications, consents, and other notices provided for in this Agreement
shall be in writing and shall be effective on the date hand delivered, sent by electronic email (with receipt
confirmation), or mailed by registered or certified mail, return receipt requested, postage prepaid, and
addressed as follows:
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a. If to Seller,to:
Valnova,LLC
730 N. 1500 W.
Orem,UT 84057
Attn: Landon Northey
Email: lnorthev c0Valnovacap.com
With copy to:
Valnova,LLC
730 N. 1500 W.
Orem, Utah 84057
Attn: Brandon Hale
Email: bhale,&lvdeinc.com
or to such other address as Valnova may designate to the City,in writing.
b. If to the City,to:
City of Eagle
Attn: City Clerk
660 E. Civic Lane
PO Box 1520
Eagle,Idaho 83616
Email: clerks a,citvofeasle.ora
or to such other address as Valnova may designate to the City, in writing.
6. Statutory Certifications. In accordance with Idaho Code Section 67-2359,
Valnova hereby certifies that it is not owned or operated by the Government of China, as defined
in said code section, and that during the Term of this Agreement it will not be owned or operated
by the Government of China. In accordance with Idaho Code Section 67-2346, Valnova hereby
certifies that it is not currently engaged in, and during the Term of this Agreement will not
engage in, a boycott of goods and services from Israel or territories under its control as defined in
said code section.
7. Miscellaneous. In addition to the foregoing, the Parties to this Agreement agree as
follows:
a. This Agreement constitutes the entire agreement between the Parties pertaining
to the subject matter contained in it and supersedes all prior and contemporaneous agreements,
representations and understandings of the Parties with respect thereto. No supplement, modification or
amendment of this Agreement shall be binding unless executed in writing by all Parties.
b. This Agreement shall be binding upon, and shall inure to the benefit of the
Parties to it and their respective successors and assigns;the City or Valnova shall be entitled to assign its
rights and obligations hereunder to a third party,notice of which shall be provided to the other party, and,
in any such event, this Agreement shall continue in full force and effect between Valnova's and the City's
assignee, as the case may be.
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4871-8743-5894\3
c. In the event that any provision of this Agreement shall be held invalid and
unenforceable, such provision shall be severable from, and such invalidity and unenforceability shall not
be construed to have any effect on,the remaining provisions of this Agreement.
d. In any litigation or other proceeding relating to the breach of any representation,
warranty or covenant of Valnova or the City, as the case may be, in this Agreement, the prevailing Party
shall be entitled to recover its out-of-pocket costs and reasonable attorneys' fees, including those incurred
at trial or on appeal.
e. The Parties agree from time to time to execute such additional documents as are
necessary to effect the intent of the Parties as manifested by this Agreement.
f. This Agreement shall be governed by the laws of the State of Idaho.
[Signatures on Following Page]
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and
year first above written.
VALNOVA:
VALNOVA,LLC
a Utah limited liability company
Brandon Henrie, President
Dated this I day of October,2023
CITY:
CITY OF EAGLE
an Idaho municipal corporation
I3y: �Ct y1 �� r ;c
Its: WiL.144 rr
Dated this 13" day of October,2023
A st: *
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Tracy 8+svrr ity Clerk = • o- •
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l G�`✓1 : J Ciy
Dated this 1 -day of October,2023
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EXHIBIT A
DESCRIPTION AND GENERAL DEPICTION
PHASE 1 REGIONAL PARK SCOPE OF WORK
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EXHIBIT B
COST SCHEDULE
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EXHIBIT B
Preliminary Engineer's Estimate —
PROJECT: Eagle Sports Park
PREPARED BY: ALLIANCE CONSULTING
PROJECT NO.: 3001
LOCATION: Spring Valley Development Eagle Regional Park - Phase 1
DATE: September 28,2023 Grading and Temporary Gravel
Access
ITEM# 'DESCRIPTION I Quantity 1 Units I Unit Price 1 EXTENDED PRICE I
General
1 'Mobilization of equipment and setup construction water 1 11 LS I $4,200.001 $4,200.001
2 'Demo Onsite Trees/debris/wire fence Within Grading Limits I 11 LS 1 $68,000.001 $68,000.001
3 1SWPPP Documentation&Inspections 1 11 LS I $15,500.001 $15,500.001
4 IGeotechnical Testing and Observations 1 1i Ls I $19,434.601 $19,434.60(
SUBTOTAL( $107,134.601
Grading
5 'Strip site an average of 6"and place in onsite stockpile 1 18,2741 CU.YD. $3.001 $54,822.001
6 'Make design cuts and place in structural fills. 1 45,4201 CU.YD. $3.941 $178,954.801
7 1Pickup stockpile,place in ball fields at 2'depth. 1 18,2741 CU.YD. 1 $3.381 $61,766.12
8 (Strip adjacent borrow area,make remaining topsoil fills at 2-ft I 9,6171 CU.YD. 1 $3.381 $32,505.461
9 'Supply and Place 12"Roaway and Parking Gravel 1 153,2701 SQ.FT. I $1.081 $165,531.601
SUBTOTAL $493,579.981
TOTAL( $600,714.581
GWC Construction Management(4%) $24,028.58
Grand Total $624,743.16
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EXHIBIT C
VALNOVA CONTRIBUTION AMOUNT
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EXHIBIT C
PreliminaryEngineer's Estimate — —
PROJECT: Equest Lane Temporary Gravel Access Road
PREPARED BY: ALLIANCE CONSULTING
PROJECT NO,: 3001
LOCATION: Spring Valley Development Equest Ln Temporary Gravel
DATE: September 28,2023
ITEM t# !DESCRIPTION I Quantity I Units I Unit Price I EXTENDED PRICE 1
General
1 !Mobilization,Traffic,&SWPPP I 1f LS I $3,500.001 $3,500.001
2 lClear&Grub/Dust Control 1 74,0001 SQ.FT. 1 $0.051 $3,700.00
SUBTOTAL $7,200.00
Grading
3 !Earthwork/Rework 2400 ft x 20ft 1 2,4001 LNFT j $5.001 $12,000.001
4 1"4"Road Base(20-ft Road Approx.2400-ft) 1 48,0001 SQ.FT 1 $0.851 $40,800.001
5 11-ft Pit Run sub base 1 48,0001 SQ.FT 1 $1.081 $51,840.001
SUBTOTAL! $104,640.001
TOTAL $111,840.001
GWC Construction Management(4%) $4,473.601
Contingency 10% $11,184.001
Grand Total $127,497.601
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