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Reimbursement - 2024 - Idaho Family Holdings, LLC - Water Feasibility Study - 5/14/2024REIMBURSEMENT AGREEMENT THIS WATER FEASIBILITY STUDY REIMBURSEMENT AGREEMENT (this "Agreement") is made this 14 day of May, 2023 by and between the City of Eagle, a municipal corporation organized and existing under the State of Idaho ("Eagle" or "City"), and Idaho Family Holdings, LLC an Idaho based limited liability company ("The Company"). The City and The Company may be referred to in this Agreement individually as a "Party" or collectively as the "Parties", as warranted under the circumstances. RECITALS A. Idaho Family Holdings, LLC owns or is under contract to purchase, and has contracted with Riley Planning Services, LLC and A -Team Land Consultants, LLC to entitle and develop approximately 660 acres of real property located in the Eagle Foothills (the "Property") and is currently seeking land use approvals through Ada County. B. The Property is not contiguous to the City, but Idaho Family Holdings, LLC desires to receive water service from the City. C. A water feasibility study engineering analysis and City staff analysis are required to determine if the Property can be served by the City's water service. D. Idaho Family Holdings, LLC has requested the establishment of this Agreement to reimburse the City for all work associated with City staff time, engineering services and outside consulting services associated with a water feasibility study. E. The Parties acknowledge nothing in this Agreement nor results from any water feasibility study guarantees that the City will provide water service to the Property. F. The Parties further acknowledge that a separate Water Service Agreement must be approved by the Eagle City Council and executed by the Mayor in order for City to provide water service to the Property. AGREEMENT NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and agreed, and in consideration of the recitals above, which are hereby incorporated below, the Parties represent, covenant, and agree as follows: 1. Incorporation of Recitals. The above Recitals are a material part of this Agreement and are fully incorporated as though they were fully set forth herein. 2. Reimbursable Expenses. Idaho Family Holdings, LLC shall pay to the City for all work associated with City staff time, engineering services and outside consulting services associated with conducting a water feasibility study (collectively "Scope of Work"). The initial scope of work under this Agreement is identified in Exhibit A attached hereto and incorporated herein. City and Idaho Family Holdings, LLC shall meet at least annually to discuss additional Scopes of Work that may be necessary. In advance of the meeting, the City will provide Idaho WATER FEASIBILITY STUDY REIMBURSEMENT AGREEMENT - 1 Family Holdings, LLC with a written estimate for the time and expenses for the Scope of Review, including then -current City Consultant rates. The Scope of Review is understood to be a good faith estimate that may increase or decrease as City's review and processing of the water feasibility study progresses. The fees collected by the City in connection with this Agreement will be used solely for the purpose of reimbursing the City for costs incurred by City in performing the Scopes of Work. 3. Review Fund Retainer. The Company shall deposit $15,000 (the "Review Fund Retainer") with the City Treasurer. The Company acknowledges and understands that the retainer paid is not an estimate of the total cost of the services to be performed, nor it is a cap or "not to exceed" number. The Review Fund Retainer is to be held to ensure The Company is able to abide by the terms of this Agreement regarding the timely payment of all fees incurred. The Review Fund Retainer shall remain at this amount throughout this Agreement. If The Company is unable to remain current with all outstanding invoices as set forth in Paragraph 4 below, the City may utilize the existing Review Fund Retainer to apply toward the account and suspend all work under this Agreement. Upon completion or termination of this Agreement and payment of all outstanding invoices, the balance of the retainer will be refunded to The Company sixty (60) days from the date of completion or termination. 4. Invoices and Payment. The City will provide a monthly statement to The Company detailing Reimbursable Expenses incurred in the prior calendar month (each an "Invoice") along with copies of supporting documentation such as receipts and invoices from City Consultants, which may be redacted to protect privileged or otherwise undisclosable information. Payment is due fifteen (15) days from the Invoice date. If The Company contests any portion of an Invoice, The Company will promptly notify the City Treasurer's office and the Parties will promptly and diligently endeavor to resolve the contested amounts, including, as necessary, by the City replenishing the deposit by the contested amount. If the Parties are unable to come to agreement on the Reimbursable Expenses, either Party may provide the other Party notice and intent to mediate the matter. The Parties shall agree on a mediator selected from the Idaho Supreme Court Mediators Roster. 5. Miscellaneous. a. Notices. All notices, filings, consents, approvals and other communications provided for herein or delivered in connection with this Agreement will be delivered as provided herein. b. Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof. No modification or amendment to this Agreement made or claimed by Idaho Family Holdings, LLC or the City will have any force or effect unless the same will be endorsed in writing and signed by both Parties. c. Severability. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, and this Agreement will otherwise remain in full force and effect. d. Exhibits; Recitals. Any exhibit attached hereto and the Recitals set forth above are hereby incorporated herein with the same force and effect as if fully set forth in the body of this Agreement. WATER FEASIBILITY STUDY REIMBURSEMENT AGREEMENT - 2 e. Construction. The language herein will be constructed simply in accord with its fair meaning and not strictly for or against a Party, regardless of whether such Party prepared or caused the preparation of this Agreement. As used in this Agreement references to one gender and the singular or plural number will each be deemed to include the others wherever and whenever the context so dictates. f. Choice of Law. This Agreement will be construed in accordance with the laws of the State of Idaho. g. Waiver. No delay in exercising any right or remedy will constitute a waiver by either Party thereof, and no waiver by the City or Idaho Family Holdings, LLC of the breach of any covenant or condition of this Agreement will be construed as a waiver of any preceding or succeeding breach of the same or any other covenant or condition of this Agreement. h. Successors and Assigns. This Agreement will be binding on the City and Idaho Family Holdings, LLC, and their respective heirs, administrators, executors, agents, legal representatives, successors and assigns. i. No Partnership; No Third -Party Beneficiaries. Nothing contained in this Agreement will create any partnership, joint venture or other arrangement between Idaho Family Holdings, LLC and City. This Agreement will not be construed to create any rights in any person or entity who is not a signatory to this Agreement and no person or entity may claim the status of a third -party beneficiary of this Agreement. j. Further Acts. Each of the Parties will act in good faith when undertaking their respective obligations and covenants contained herein and will promptly execute and deliver all such documents and perform all such acts as reasonably necessary, from time to time, to carry out the matters contemplated by this Agreement. k. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together constitute one and the same instrument. 1. Notices. Any notice which a Party may desire to give to another Party must be in writing and may be given by personal delivery, by mailing the same by registered or certified mail, return receipt requested postage prepaid, or by Federal Express or other reputable overnight delivery service and by e-mail, to the Party to whom the notice is directed at the following addresses: Eagle: City of Eagle Attn: City Clerk 660 E. Civic Lane Eagle, ID 83616 clerks@cityofeagle.org with a copy to: Nichoel Spencer Baird nbaird@cityofeagle.org WATER FEASIBILITY STUDY REIMBURSEMENT AGREEMENT - 3 Idaho Family Holdings, LLC: Attn: Steve Barbey 360 East State Street Eagle ID 83616 sbarbey(aiatova.com or such other addresses and to such other persons as the parties may hereafter designate. IN WITNESS WHEREOF, the Parties hereto, having been duly authorized, have executed this Agreement to be effective as of the Effective Date. THE CITY: CITY OF EAGLE, IDAHO, a municipal corporation organized and existing under the laws of the State of Idaho Idaho Family Holdings, LLC: Idaho Family Holdings LLC, an Idaho limited liability company By: �/ � By. — Brad Payor Steve Barb y, its Attest: %, DATED: 7 / .1y GL ,� Tracy Osbc h, City 1er1e <c;:•'•• c E ••••. % l DATED: a � • 44, %, •••••• ,4 ,Q fie•• yi s , eeee „ P� ,s's WATER FEASIBILITY STUDY REIMBURSEMENT AGREEMENT - 4 EXHIBIT A (Scope of Work) PROFESSIONAL SERVICES AGREEMENT PROJECT TITLE: Water System Feasibility Study - Barbey Development Service Area Project No. EG24-0058B SCOPE OF WORK Project Description: HECO Engineers will prepare a Water System Feasibility Study (Feasibility Study) for the Barbey Development service area. The Feasibility Study will discuss anticipated water demands, service pressures. pressure zones. storage, piping, supply and pumping needs. and fire flows. The Work will include hydraulic analysis of the proposed conceptual design of the water facilities needed to serve the Barbey Development service area as an extension of the City of Eagle water system. The Feasibility Study is not considered a Preliminary Engineering Report or Water Facility Plan meeting the requirements of IDAPA 58.01.08. Probable costs for the identified water facility improvements are not included in this Scope of Work. Anticipated Cost: The estimated cost for the Feasibility Study is $12,000 to $15,000 based on Time & Materials invoicing at standard HECO billing rates. Anticipated Schedule: The estimated schedule for the Feasibility Study completion is: • Draft Report for City Staff review/meeting - Approximately 2 months from Notice to Proceed • Final Report - 2 weeks after meeting with City Staff and receiving City Staff comments on Draft Report Items Needed for Feasibility Study: The following items and information needed for the Feasibility Study shall be provided by the property owner / developer prior to City's Notice to Proceed: 1. Proposed locations of development area(s), including homes, dwelling units, and any commercial buildings (AutoCAD format if available). 2. Number of lots, number each type of unit, and proposed development densities. 3. Information on any large units that may have water demands and fire flow requirements beyond those for typical equivalent residential units (ERUs). 4. Proposed road/street layout (AutoCAD format if available). 5. Identification of proposed access to the development property. a. Triple Ridge Estates? b. Is E. Little Lane to Brookside Lane an option for a water extension/connection? The City's Draft Water Master Plan currently in progress contemplates a future water transmission main through the Barbey Development service area via Brookside Lane and E. Little Lane. If E. Little Lane is not an option for this development, the connection will not be included in the hydraulic model for this Feasibility Study. 6. Existing water rights associated with the property. 7. Plans/limitations for irrigation service to the homes considering the larger size of the lots. 8. Water quality tests for existing wells on the property. HECO ENGINEERS 32 N Main Street PO Box 235 Payette, Idaho 208-642-3304 info@hecoengineers.corn WATER FEASIBILITY STUDY REIMBURSEMENT AGREEMENT - 5 Hydraulic Analysis of Distribution System: The Feasibility Study will include a hydraulic analysis of the conceptual water system. The hydraulic analysis will include the following elements: 1 A hydraulic model of the conceptual water system layout using WaterCAD. 2. Elevation data will be based on Google Earth elevations or elevations from developer provided survey data (AutoCAD format if available). 3. The hydraulic model will be connected to the existing City of Eagle Eastern System model. 4. Unit demands per ERU used in the hydraulic model will match existing unit demands used in current hydraulic modeling for the overall City of Eagle water system. If applicable, irrigation demands to be provided by the potable system will be estimated using Avimor and/or Spring Valley projections. 5. Model output to include standard WaterCAD reports and drawings for incorporation in Feasibility Study. Model output will focus on predicted system pressures. available fire flows, and pumping parameters calculated by the hydraulic model. 6. If available, options for connectivity and alternative infrastructure improvements will be presented. Meetings: 1. One (1) meeting with City Staff in Eagle to collect data for the Feasibility Study. 2. One (1) meeting with City Staff in Eagle to review the Feasibility Study findings. 3. One (1) meeting with City Staff and Owner/Developer, if requested by Owner/Developer, to review the Feasibility Study findings. Deliverables: 1. Draft Water System Feasibility Study (1 electronic PDF). 2. Final Water System Feasibility Study (1 electronic PDF). Additional Services Experience indicates that certain additional items of work may be required or necessary which HECO cannot presently determine or estimate. For this reason, the fee for these items is not included in the compensation for the performance of the Work. Furthermore, the performance of these items is not included in the Work unless the item is expressly described as part of the Work in the preceding Scope of Services section. These additional items of work ("Additional Work") are caused by many factors, usually at the discretion of the Client and/or respective Contractor(s). They may also be caused by the reviewing agency or Client variance/deviation from present policies and standards or reviewing governmental agencies. "Additional Work" may sometimes be referred to as extras, change orders, or add-ons, but for purposes of this Agreement all such descriptions are intended to be encompassed within the term Additional Work. No Additional Work shall be performed without specific request and an executed proposal, prior to the work being performed. Water quality testing and aquifer testing are not included in the Work. HECO ENGINEERS 32 N Main Street PO Box 235 Payette, Idaho 208-642-3304 info@hecoengineers.com WATER FEASIBILITY STUDY REIMBURSEMENT AGREEMENT - 6 EXHIBIT B (Property) WATER FEASIBILITY STUDY REIMBURSEMENT AGREEMENT - 7