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Cost Share - 2024 - Regional Sports Complex Secondary Access Improvements By Valnova - 5/28/2024CONSTRUCTION AND COST SHARING AGREEMENT (Eagle Regional Sports Complex) THIS CONSTRUCTION AND COST SHARING AGREEMENT (this "Agreement") is made this ',9j day of 1Yi1 , 2024 by and between the City of Eagle, a municipal corporation organized and exis 'rig under the laws of the State of Idaho ("Eagle" or "City"), and VALNOVA, LLC, a Utah limited liability company ("Valnova"). The City and Valnova may be referred to in this Agreement individually as a "Party" or collectively as the "Parties", as warranted under the circumstances. RECITALS WHEREAS City owns and has undertaken the design and construction of a park located of State Highway 16 commonly referred to as the Eagle Regional Sports Park; WHEREAS Valnova is the owner and developer of the Valnova master -planned community off State highway I6; WHEREAS The Parties previously entered into a Cross Access and Public Utility Easement Agreement on 10'h of October 2023 and recorded in the real property records of Ada County as Instrument No. 2023-065422 (the "Secondary Access") which consists of a gravel road that runs through the Regional Sports Park; WHEREAS Valnova desires to increase the functionality of the Secondary Access by agreeing to pave and provide other road related improvements necessary to obtain approval from the Idaho Department of Transportation for a highway access permit onto State Highway 16; WHEREAS as part of constructing the roadway improvements Valnova will contract with a third party engineering firm to complete the roadway design and permitting of the Secondary Access to the Idaho Department of Transportation specifications; and . WHEREAS while Valnova will pay for the cost of construction, Valnova requires partial reimbursement from the City to pay for third party engineering services. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, and in consideration of the recitals above, Which are hereby incorporated below, the Parties represent, covenant, and agree as follows: >l. Reimbursement Amount. City agrees that it shall reimburse Valnova up to One Hundred Forty Thousand Dollars ($140,000) related to any work to performed under the scope of work titled City of Eagle Park Access Engineering Services attached hereto as Exhibit A. 2. Invoices. Valnova will provide a monthly Invoice to City detailing any reimbursable expenses incurred in the prior calendar month along with copies of supporting documentation such as receipts and invoices from engineers and/or consultants. If the City contests any portion of an Invoice, City will promptly notify Valnova, and the Parties will promptly and diligently endeavor to resolve the contested amounts. If the Parties are unable to come to agreement on the CONSTRUCTION AND COST SHARING AGREEMENT - 1 Reimbursable Expenses, either Party may provide the other Party notice and intent to mediate the matter. The Parties shall agree on a mediator selected from the Idaho Supreme Court Mediators Roster. While the matter is in mediation, the Valnova will continue conducting the feasibility study for the Regional Sports Park and City will continue to pay all uncontested Invoices. 3. Payment. City shall pay all uncontested Invoices wishing thirty (30) days of receipt of Invoice. 4. Temporary License. City hereby agrees to grant Valnova a temporary license through the Eagle Regional Sports Park to enable Valnova to construct the roadway improvements to the Secondary Access. To that end, the Parties agree to execute a License Agreement substantially in the same form attached hereto as Exhibit B. 5. 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. 6. Miscellaneous. a. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof. No modification or amendment to this Agreement made or claimed by Valnova or the City will have any force or effect unless the same will be endorsed in writing and signed by both Parties. b. Severability. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, and this Agreement will otherwise remain in full force and effect. c. Exhibits; Recitals. Any exhibit attached hereto and the Recitals set forth above are hereby incorporated herein with the same force and effect as if fully set forth in the body of this Agreement. d. Construction. The language herein will be constructed simply in accord with its fair meaning and not strictly for or against a Party, regardless of whether such Party prepared or caused the preparation of this Agreement. As used in this Agreement references to one gender and the singular or plural number will each be deemed to include the others wherever and whenever the context so dictates.. e. Choice of Law. This Agreement will be construed in accordance with the laws of the State of Idaho. is Waiver. No delay in exercising any right or remedy will constitute a waiver by either Party thereof, and no waiver by the City or Valnova of the breach of any covenant or condition of this Agreement will be construed as a waiver of any preceding or succeeding breach of the same or any other covenant or condition of this Agreement. CONSTRUCTION AND COST SHARING AGREEMENT - 2 g. Successors and Assigns, This Agreement will be binding on the City and Valnova, and their respective heirs, administrators, executors, agents, legal representatives, successors and assigns. h. No Partnership; No Third -Party Beneficiaries. Nothing contained in this Agreement will, create any partnership, joint venture or other arrangement between Valnova and City. This Agreement will not be construed to create any rights in any person or entity who is not a signatory to this Agreement and no person or entity may claim the status of a third -party beneficiary of this Agreement. ►. Time of Essence. Time is of the essence in implementing the terms of this Agreement. j. Further Acts. Each of the Parties will act in good faith when undertaking their respective obligations and covenants contained herein and will promptly execute and deliver all such documents and perform all such acts as reasonably necessary, from time to time, to carry out the matters contemplated by this Agreement. k. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together constitute one and the same instrument. 1. Notices. Any notice which a Party may desire to give to another Party most be in writing and may be given by personal delivery, by mailing the same by registered or certified mail, return receipt requested postage prepaid, or by Federal Express or other reputable overnight delivery service, to the Party to whom the notice is directed at the following addresses: Eagle: City of Eagle Attn: City Clerk 660 E. Civic Lane Eagle, ID 83616 with copy to: Borton-Lakey Attn: Victor Villegas 141 E Carton Ave. Meridian, ID 83642 Valnova: Valnova, LLC Attn: Brook Cote 869 N. 1500 W. Orem, UT 84057 with copy to: Dorsey & Whitney LLP Attn: Richard Hall CONSTRUCTION AND COST SHARING AGREEMENT - 3 101 South Capitol Boulevard, Suite 1701 Boise, Idaho 83702 IN WITNESS WHEREOF, the Parties hereto, having been duly authorized, have executed this Agreement to be effective as of the Effective Date. THE CITY: CITY OF EAGLE, IDAHO, a municipal corporation organized and existing under the laws of the State of Idaho By: Bfifd Pike, Mayor A st: Tracy 0 j. r rn, CityitClerkf DATED: SKO. egOO�I7, CONSTRUCTION AND COST SHARING AGREEMENT - 4 Valnova: Valnova, LLC, a Utah limited liability company By: its / r' r aAAA'`h E DATED: 6 Exhibit A CONSTRUCTION AND COST SHARING AGREEMENT - 5 ENGINEERING SERVICE AGREEMENT JOB NUMBER: 3039-24 CLIENT: Valnova LLC PROJECT: Pollard Lane/SH-16 CONTACT: Mr. Brook Cole Intersection ADDRESS: 730 N 1500 W Orem, UT 84059 Located in City of Eagle, Ada County, Idaho THIS AGREEMENT is made and entered into by and between the above named CLIENT, and ALLIANCE CONSULTING (Consultant), a limited liability company of the State of Utah. ARTICLE 1: BACKGROUND INFORMATION If approved, this document is intended to serve as authorization to provide the services outlined in the following scope of work pursuant to the terms of the Master Services Agreement (3001-20), which is a contract between Valnova, LLC, a Utah limited liability company and Alliance Consulting, such authorization being hereafter known as Task Order 26 (project #3039-24). This authorization is being requested to accommodate the scope of work that has been requested by the client to perform necessary preliminary engineering and planning services to support the Spring Valley Development Project. 1.1 Project Background It is understood the Client is seeking professional engineering services for the following tasks: A. An intersection at SH-16 and Pollard Ln to facilitate the Project is required. This intersection is intended to act as a temporary, near term, solution until ultimately a full buildout intersection (including right -in right -out access) will be constructed to meet the project requirements. It is the intention that this intersection integrate into ITD plans for the ultimate buildout of the corridor as seamlessly as possible. 1TD is requiring extended acceleration and deceleration lanes as part of the intersection project. The design for these additional requirements is included in this scope. A more detailed breakdown of the scope to be provided in Article II. ALL IANCECONSULTING PAGE 1 ENGINEERING SERVICE AGREEMENT 1.2 Authorized Representatives CLIENT shall designate an authorized representative to whom CONSULTANT shall look for instructions, orders, and/or directions related to this AGREEMENT. Authorized representatives assigned to this Project shall not be changed without written notice to, and consent of, CONSULTANT, which consent shall not unreasonably be withheld. Replacements shall be submitted for approval within five (5) days of notification of replacement. For purposes of this Project: CLIENT'S authorized representatives shall be: Mr, Brook Cole GWC Capital 730 N 1500 W Orem, UT 84059 bcole rrgwccap.com CONSULTANT'S authorized representative shall be; James Hammon Alliance Consulting 2303 N Coral Canyon Blvd Suite 201 Washington, UT 84780 jsh@allianceconsulting.us Rest of page intentionally left blank. ALLIANCECONSULTING Engineering Services Agreement 3039-24 Pollard f_n/SH-16 intersection PAGE 2 Pollard Lt/ SH-1 6 Intersection May 2024 ARTICLE II - SCOPE OF WORK and WORK PLAN ALLIANCE CONSULTING will perform services specified herein, following practices consistent with acceptable professional and technical standards for work of this nature. 2.1 Program Description and Preliminary Services This phase establishes team relationships and work flow. It also inventories and analyzes available existing information to determine additional data that may be required. 2.1.1 Program Definition Meet with appropriate team members and personnel to review project objectives, team communication procedures, time schedules, costs, available data, project requirements and elements to be included in the plan, 2.1.2 Program Data Collect available basic data such as existing proposals, aerial photos, base maps, environmental assessments, current land use plans, planning reports, topography, soils, geology, vegetative cover, utilities, drainage, and hydrology, existing zoning, surrounding land use, access, etc. Identify additional data requirements not readily available and research efforts required. 2.1.3 Environmental Clearances It is understood that Environmental Clearances for the project area will be contracted separately from this scope. The specified environmental clearances will be observed and maintained during the project. Alliance will endeavor to assist the Client in maintaining the appropriate stipulation and conditions from the various governing agencies. 2.1.4 Project Coordination Alliance Consulting will attend the regularly scheduled Project Team coordination meetings organized by the CLIENT or Developer for the project stakeholders as needed. Regular communication with the CLIENT and CLIENT representatives will be performed during the duration of the job. Additional meetings may be required during the construction phase of the project. Alliance Consulting will meet with appropriate team members as the project requires, including onsite meetings. ALl_IANCECONSULTING Engineering Services Agreement 3039-24 Pollard Ln/SH-1 6 intersection PAGE 3 Pollard W SH-16 Intersection May 2024 2.2 Preliminary Design Engineering 2.2.1 Coordination Meetings Attend and participate in project coordination meetings as requested by the Client or the government agencies during the conceptual development process. 2.2.2 Base Map Determine project boundary and site features to be mapped. Set survey ground control and benchmarks. Field survey any additional ground features needed to determine site topography if not already available. Prepare a project base map. 2.2.4 Utility Surveys Utility field survey marked/flagged or exposed existing utilities; storm sewer manholes, inlet boxes, outlets; Sewer manhole rim and flow line invert elevations; Water valves, hydrant; Power poles, power transformers; Telephone poles, telephone boxes, and marked/flagged utilities located within the project boundary. Utility surveys will be completed on marked/flagged above grade locations. (Only visible utilities can be surveyed.) 2.2.5 Project Inventory Review the inventory of existing project site conditions, including the utilities survey. Verify existing utilities, water courses, etc. Meet with ACHD and project team to determine the design criteria. Including upgrade sizes and reconfiguration of existing impacted facilities. 2.2.5 Design Sketches Prepare conceptual plans, drawings, details, and/or sketches showing existing and proposed features, typical, and project Iimits. 2.2.10 Preliminary Grading Analysis/ Drainage Plans Prepare plans showing relationships to the existing natural and man-made features. Prepare the preliminary grading and drainage plans required for the area that shows existing contours, cross sections, and terrain details. Perform required mass grading analysis for the project and stormwater facilities. Establish design grades for detention basin, and other site features. Determine earthwork quantities based on the project grading plans. Submit the grading and drainage plans to the applicable government agency for review. Follow through with agency reviews. 2.2.11 Preliminary Profiles for Future Streets Preliminary Plan and Profile Drawings for the connection of major streets to the Project. Develop initial horizontal and vertical alignment for the roadways. Consideration will be given to intersections, environmentally sensitive areas, and hydraulic requirements. Prepare associated preliminary details. Review with the ITD and appropriate stakeholders. 2.2.12 Preliminary Plan and Profile Drawings Develop initial horizontal and vertical alignment for Project. Consideration will be given to intersections, preliminary profiles as determined in the mass grading analysis, environmentally sensitive areas, and hydraulic requirements. Prepare associated preliminary details. Review with the ITD and appropriate stakeholders. Ai_LIANCECONSULTING Engineering Services Agreement 3039-24 Pollard Ln/SH-16 intersection PAGE 4 Pailard Ln/ SH-16 Intersection May 2024 2.2.13 Preliminary Pollard Ln/SH-16 Intersection Layout Work with the CLIENT to develop intersection design options. Work with relevant stakeholders to identify impacts and requirements. Incorporate recommendations from for the Traffic Impact Study. This includes the analysis and design for the interim improvements required by ITD for access to SI-1-16, 2.2.14 Utility Provider Synchronization/Coordination Contact local utility companies to discuss utility provider requirements to the proposed project. Coordinate with local utility providers if necessary. 2.2.15 Geotechnical Study Coordination Coordinate with CLIENT selected geotechnical consultant for a project geotechnical investigation. Provide field/proposed design data as needed to the geo-tech consultant. Alliance Consulting will forward findings of the geotechnical consultant to the CI.IPNT. Incorporate opinions and recommendations contained in the geotechnical report in the project design. Geotechnical investigations are not a part of this scope. 2.2.16 Environmental Clearances Coordinate with Client selected and contracted Environmental Consultant to identify environmentally sensitive areas and requirements. Incorporate any identified areas into the design plans. Mitigation permits or applications are excluded from this scope. 2,2.17 Preliminary Roadway Plans Develop a conceptual roadway plan. Present conceptual roadways design for centerline, drainage ways, boulevards, bike trails, corridor lighting, intersection layout, and access. Present the infonnation to the CLIENT and stakeholders for review, 2.2.18 ITC Access Permit for Pollard Ln on SH-16 Develop a conceptual roadway plan. Present conceptual roadways design and include necessary conceptual and preliminary design work for the SH-16/Aerie Way intersection to facilitate approvals and access permit from ITD. 2.2.19 Preliminary Engineer's Estimate When design plans are at 30%, Alliance Consulting will prepare a Preliminary Engineer's Estimate of construction costs based on the preliminary improvement plans. 2.3 Final Design Engineering 2.3.1 Coordination Meetings Attend and participate in project coordination meetings as requested by the Client or other government agency during the final design and production process. At 95% complete, publish plans for stakeholder input and facilitate review. 2.3.2 Final Pollard Ln!SH-16 Intersection Layout Work with the CLIENT to incorporate the intersection design option selected in the preliminary phase. Work with relevant stakeholders to identify impacts and requirements. Prepare final designs and details for improvements required by ITD for access to SH-16. ALL wANC CONSULTING Engineering Services Agreement 3039-24 Pollard l.n/S H- 16 Intersection PAGE 5 Pollard Ln/ SH-16 Intersection May 2024 2.3.3 Final Plan and Profile Drawings Finalize horizontal and vertical alignment for the project roadways, centerline, drainage, vehicle entrances, storm sewer, and show anticipated water and sanitary sewer. Consideration will be given to intersections, environmentally sensitive areas and hydraulic requirements. Prepare associated final details. Review with the ITD. 2.3.4 Mass Grading Cut/Fill Analysis Prepare the grading and drainage plans to include in the construction plan set, to show existing and proposed contours, cross sections, and terrain details, Finalize required grading. Correlate design with the roadway geometry and elements from the preliminary phase. Determine earthwork quantities based on the project grading plans. Submit the grading and drainage plans to the applicable government agency for review. Follow through with agency reviews. 2.3.5 Final Roadway Plans Develop required plan sheets, details, and technical data for construction documents. Present finalized roadways design for centerline, drainage ways, boulevards, bike trails, corridor lighting, intersection layout, and access. Present the information to the CLIENT and stakeholders for review.. 2.3.7 Pavement Evaluations Evaluate pavement surface requirements based on local guidelines, state requirements, and the geotechnical consultant's recommendations. Produce paving plan, details, and associated specifications. 2.3.8 ITD Access Permit for Aerie Way on SH-16 Incorporate final roadway plan. Present final roadways design and include necessary design work for the SH 16/Aerie Way intersection to facilitate approvals and access permit from LTD. Submit plans to ITD and support Client in Application. 2.3.9 Engineer's Estimate Finalize an Engineer's Estimate of construction costs based on the final improvement plans. 2.3.10 Specifications Develop a Project Manual with construction documents. Provide contract specifications with bidding requirements, contract documents, technical specifications and supplementary information requirements for the project. Specific services not specified herein or authorized pursuant to this AGREEEMENT are excluded. tALLIANCECONSULTING Engineering Services Agreement 3039-24 Pollard Ln/SH-16 intersection PAGE 6 Pollard W SH-16 Intersection May 2024 ARTICLE III - FEES ALLIANCE CONSULTING agrees to provide services as itemized in the Work Plan for the Inmp sum price of $122,$20. Work will be invoiced monthly as percent complete. Work will be invoiced monthly as percent complete. Additional scope for the project will be provided on a negotiated fee either lump sum or in accordance with current hourly rates. Hourly rates are subject to change annually. Regional Sports Park Total Services ARTICLE IV - CHANGES IN SCOPE $122,820 Changes to the Work Plan shall be identified and agreed upon in writing between ALLIANCE CONSULTING and the CLIENT prior to proceeding with the work. If such changes cause a subsequent change in the cost of, or time required, to perform the contract, the contract will be modified accordingly. ARTICLE V - TIME SCHEDULE ALLIANCE CONSULTING will commence work once the CLIENT has signed the Authorization to Proceed. The approximate time frame will be as follows: • 30% Design Submittal: NTP +42 Calendar Days • 90% Design Submittal: 30% Submittal +78 Calendar Days ALLIANCE CONSULTING understands that time is of the essence and will promptly and diligently perform the Professional Services required by this Agreement so as not to hinder or delay the work of Owner, Contractor, any Subcontractors or other Consultants. It is understood that elements to complete the work outlined in this scope are contingent on other consultants, reviewing agencies, and approval schedules. The completed work will be delivered as expeditiously as possible once all the elements on which it is dependent are complete. ALLIANCECONSULTING Engineering Services Agreement 3039-24 Pollard Ln/SH- 16 Intersection PAGE 7 Pollard W SH-1 6 Intersection May 2024 ARTICLE VI - AUTHORIZATION TO PROCEED Execution of this Agreement by the CLIENT will authorize ALLIANCE CONSULTING to proceed with the services set forth in the Work Plan. CLIENT : ALLIANCE CONSULTING: SIGNATURE SIGNATURE TITLE TITLE DATE DATE AL.LIANCECONSULTING Engineering Services Agreement 3039-24 Pollard Ln/SH-16 Intersection PAGE 8 Exhibit B CONSTRUCTION AND COST SHARING AGREEMENT - 5 LICENSE AGREEMENT This LICENSE AGREEMENT (the "Agreement") is made and entered into as of the day of , 2024 (the "Effective Date"), by and between VALNOVA LLC, a Utah limited liability company whose address is 730 N. 1500 W., Orem, Utah 84057 ("Licensor"), and THE CITY OF EAGLE, an Idaho municipal corporation, whose address is 660 E. Civic Lane, Eagle, Idaho 83616 ("Licensee"). Licensor and Licensee are sometimes referred to herein collectively as the "Parties," and individually, a "Party". RECITALS WHEREAS City owns and has undertaken the design and construction of a park located of State Highway 16 commonly referred to as the Eagle Regional Sports Park; WHEREAS Valnova is the owner and developer of the Valnova master -planned community off State Highway 16; WHEREAS The Parties have entered into a Construction and Cost Sharing Agreement on whereby Valnova will be providing paving and other road related improvements to a roadway that runs through the Eagle Regional Sports Park referred to as the "Secondary Access;" and WHEREAS as part of constructing the roadway improvements on the Secondary Access Valnova requires a temporary license for its construction personnel, vehicles and equipment involved in completing the construction of the Secondary Access. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. License. City hereby grants to Valnova, its agents, employees, contractors, and assigns a temporary license (the "License") to traverse or occupy a portion of the Eagle Sports Park with vehicles and equipment for the purpose of making roadway improvements as may be reasonably necessary to construct, pave, or improve the Secondary Access (the "Licensed Area"). 2. License Period. The "License Period" for the Licensed Area shall commence on the date hereof (the "Commencement Date"), and subject to sooner termination as hereafter provided, shall expire on the third Anniversary of this Agreement's Effective Date (the "Expiration Date"). Notwithstanding the foregoing, this Agreement shall be revocable by either Party at any time during the License Period; provided that the terminating Party delivers to the non -terminating Party thirty (30) days' prior written notice of its election to terminate. The termination notice shall state the date of termination and shall be sent in accordance with the notice requirements of this Agreement. Either Party's termination right is subject to no default by the terminating Party existing under this Agreement at the time the termination notice is sent and on the actual termination date. LICENSE AGREEMENT -I 3. Compliance with Laws and Regulations. Valnova shall promptly comply with all applicable laws and regulations of all state, federal, municipal and local governments (collectively, "Laws") having jurisdiction which shall impose any obligation or duty upon City or Valnova with respect to the License granted under this Agreement. In addition, Valnova agrees to cooperate with City and do all things reasonably necessary for City to comply with any Laws relating to the License. 4. Maintenance. Throughout the License Period, Valnova shall be responsible for the cost to repair any damage to any area of the Eagle Sports Park caused by Valnova during the License Period other than damage from the elements, fire, or other casualty to the Eagle Sports Park, or from the negligence or intentional misconduct of City, or its agents or employees. The repair and maintenance obligations outlined herein shall survive any cancellation, expiration, or termination, for any reason, of this License Agreement. 5. Assignment or Sublicensing. The license granted hereby is personal to Valnova and shall not be assigned, nor shall Valnova sublicense or otherwise permit or suffer the occupancy of the Licensed Area by any third party (except as provided in Section 1 hereof) without the prior written consent of Licensor, which consent shall not be unreasonably conditioned, withheld or delayed. 6. Default. If either Party defaults in the performance of any of its obligations hereunder, and such default continues for more than thirty (30) days after receipt of written notice from the non - defaulting Party, the non -defaulting Party shall have the right to terminate this Agreement and pursue any other remedies available at law or in equity. 7. Miscellaneous. a. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof No modification or amendment to this Agreement made or claimed by Valnova or the City will have any force or effect unless the same will be endorsed in writing and signed by both Parties. b. Severability. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, and this Agreement will otherwise remain in full force and effect. c. Recitals. The Recitals set forth above are hereby incorporated herein with the same force and effect as if fully set forth in the body of this Agreement. d. Construction. The language herein will be constructed simply in accord with its fair meaning and not strictly for or against a Party, regardless of whether such Party prepared or caused the preparation of this Agreement. As used in this Agreement references to one gender and the singular or plural number will each be deemed to include the others wherever and whenever the context so dictates. LICENSE AGREEMENT -2 e. Choice of Law. This Agreement will be construed in accordance with the laws of the State of Idaho. f. Waiver. No delay in exercising any right or remedy will constitute a waiver by either Party thereof, and no waiver by the City or Valnova of the breach of any covenant or condition of this Agreement will be construed as a waiver of any preceding or succeeding breach of the same or any other covenant or condition of this Agreement. g. Successors and Assigns. This Agreement will be binding on the City and Valnova, and their respective heirs, administrators, executors, agents, legal representatives, successors and assigns. h. No Partnership; No Third -Party Beneficiaries. Nothing contained in this Agreement will, create any partnership, joint venture or other arrangement between Valnova and City. This Agreement will not be construed to create any rights in any person or entity who is not a signatory to this Agreement and no person or entity may claim the status of a third -party beneficiary of this Agreement. i. Time of Essence. Time is of the essence in implementing the terms of this Agreement, j. Further Acts. Each of the Parties will act in good faith when undertaking their respective obligations and covenants contained herein and will promptly execute and deliver all such documents and perform all such acts as reasonably necessary, from time to time, to carry out the matters contemplated by this Agreement, k. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together constitute one and the same instrument. 1. Notices. Any notice which a Party may desire to give to another Party must be in writing and may be given by personal delivery, by mailing the same by registered or certified mail, return receipt requested postage prepaid, or by Federal Express or other reputable overnight delivery service, to the Party to whom the notice is directed at the following addresses: The City: City of Eagle Attn: City Clerk 660 E. Civic Lane Eagle, ID 83616 with copy to: Borton-Lakey Attn: Victor Villegas 141 E Carton Ave. Meridian, ID 83642 Valnova: Valnova Development, LLC Attn: Brook Cole LICENSE AGREEMENT -3 869 N. 1500 W. Orem, UT 84057 with copy to: Dorsey & Whitney LLP Attn: Richard Hall 101 South Capitol Boulevard, Suite 1701 Boise, Idaho 83702 IN WITNESS WHEREOF, the Parties hereto, having been duly authorized, have executed this Agreement to be effective as of the Effective Date. THE CITY: CITY OF EAGLE, IDAHO, a municipal corporation organized and existing under the laws of the State of Idaho By: Brad Pike, Mayor Att st: Tracy Os DATED: LICENSE AGREEMENT -4 VALNOVA: Valnova, LLC, a Utah limited liability company By: Its: DATED: G' tom'`