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Home My WebLink AboutRBR - OFE - Sugar City WS Study Reimbursement Agmt (AR V1)- 06-08-16 (1) AMENDED AND RESTATED REIMBURSEMENT AGREEMENT (Water and Sanitary Sewer Studies) THIS AMENDED AND RESTATED REIMBURSEMENT AGREEMENT (the “Agreement”), is entered into and effective as of June____, 2016 (the “Effective Date”) by and between (i) TRIANGLE R, LLC, an Idaho limited liability company with offices in Jackson, WY (“Triangle”), and the developer of the River Bend Ranch subdivision in Sugar City, ID, (ii) RYAN LERWILL and JEFF LERWILL (collectively, the “Lerwills”), the developers of the Old Farm Estates subdivision in Sugar City, ID, (iii) the CITY OF SUGAR CITY, an Idaho municipal corporation (“Sugar City”), and (iv) the CITY OF REXBURG, an Idaho municipal corporation (“Rexburg”). Triangle and the Lerwills are collectively referred to herein as the “Developers”. The Developers, Sugar City, and Rexburg are collectively referred to herein as the “Parties” and each individually as a “Party”. RECITALS A. WHEREAS, the Developers and Sugar City entered into that certain Reimbursement Agreement (Water and Sanitary Sewer Studies), dated February 25, 2016 (the “Original Agreement”), pursuant to which said parties agreed to share the costs of the Studies (defined below in Recital H). B. WHEREAS, Rexburg now desires to become a party to the Original Agreement to share in the costs and benefits of the Sanitary Sewer Study (defined below in Recital H). C. WHEREAS, the Parties desire to amend and restate (in its entirety) the Original Agreement pursuant to this Agreement. D. WHEREAS, Triangle is the owner of that certain tract of land in the County of Madison, State of Idaho, known as the River Bend Ranch subdivision (“RBR”), and more particularly described in Exhibit A, attached hereto. E. WHEREAS, the Lerwills are the owners of that certain tract of land in the County of Madison, State of Idaho, known as the Old Farm Estates subdivision (“OFE”), and more particularly described in Exhibit B, attached hereto. F. WHEREAS, the Developers have begun the process of submitting development improvement plans to Sugar City for review and approval by the city. G. WHEREAS, Sugar City does not currently have the culinary water and sanitary sewer capacity to handle the complete buildout of the RBR and OFE developments. H. WHEREAS, as a result of the water and sanitary sewer (“W&S”) capacity issue described in Recital G, above, the Parties desire that Sugar City engage qualified engineering firms to analyze and determine (i) the water well, well pumping equipment, and water storage facilities needed to serve the needs of RBR and OFE, as well as other future residential and commercial developments within Sugar City (collectively, the “Water Facilities Study”); and (ii) the sanitary sewer infrastructure expansion and additional wastewater treatment capacity required from Rexburg, to serve the needs of RBR and OFE, as well as other future residential and commercial developments within Sugar City (collectively, the “Sanitary Sewer Study”) (the Water Facilities Study and the Sanitary Sewer Study being collectively referred to as the “Studies”). I. WHEREAS, the Developers and Sugar City generally agree to share the costs of the Water Facilities Study equally (1/3 each), and to accomplish same, the Developers each agree to reimburse Sugar City for 1/3 of the costs incurred by Sugar City for such Study. J. WHEREAS, the Parties generally agree to share the costs of the Sanitary Sewer Study equally (1/4 each), and to accomplish same, the Developers and Rexburg each agree to reimburse Sugar City for 1/4 of the costs incurred by Sugar City for such Study. K. WHEREAS, Sugar City believes that the approximate cost of each Study is expected to be $52,500 ($50,000 for the cost of the Study to be prepared by an engineering firm, plus $2,500 for the application fee (Letter of Interest) for possible IDEQ (defined below) grant funding of such Study). l. WHEREAS, the State of Idaho Department of Environmental Quality (“IDEQ”) has already committed to Sugar City $25,000 in grant funding toward the Water Facilities Study, thereby reducing the “net” cost of the Water Facilities Study to $27,500 ($52,500 (see Recital K, above), less $25,000). M. WHEREAS, the IDEQ has denied Sugar City’s grant funding request toward the Sanitary Sewer Study. N. WHEREAS, Sugar City has already entered into a contract with Forsgren Associates, Inc. (“Forsgren”), an engineering firm with offices in Rexburg, ID, to undertake the Water Facilities Study. O. WHEREAS, in the near future, Sugar City expects to begin soliciting bids for the preparation of the Sanitary Sewer Study. P. WHEREAS, Sugar City and each Developer have already contributed $10,000 each toward the total costs of the Studies. AGREEMENT NOW THEREFORE, the Parties agree as follows: 1. Expected Costs of Studies. Sugar City currently anticipates that the total costs of the Studies will be as set forth in Exhibit C. 2. Sharing of Studies Cost. The Parties agree to share the aforementioned anticipated costs of the Sanitary Sewer Study on an equal (1/4) basis. The Developers and Sugar City agree to share the aforementioned anticipated costs of the Water Facilities Study on an equal (1/3) basis. Each of the foregoing cost-sharing arrangements are subject to the following: A. In the event the actual cost of either Study exceeds $60,000 ($10,000 more than currently anticipated), neither the Developers nor Rexburg (with respect to the Sanitary Sewer Study only) shall be obligated to reimburse Sugar City for any amount beyond such $60,000 cost level. B. Subject to Section 2(A), when Sugar City incurs Water Facilities Study costs, it shall submit written requests for reimbursement from the Developers for their 1/3 share of same. Upon receipt of such written reimbursement notices from the city, the Developers shall, within fifteen (15) days of receipt of each such notice from Sugar City, submit a check to the city for their share of the costs set forth in the notice from the city. C. Subject to Section 2(A), when Sugar City incurs Sanitary Sewer Study costs, it shall submit written requests for reimbursement from the Developers and Rexburg for their 1/4 share of same. Upon receipt of such written reimbursement notices from Sugar City, the Developers and Rexburg shall, within fifteen (15) days of receipt of each such notice from the city, submit a check to the city for their share of the costs set forth in the notice from the city. D. Sugar City shall provide to each Developer a copy of the Scope of Work for each Study, as well as a copy of each completed Study. Sugar City shall provide to Rexburg a copy of the Scope of Work for the Sanitary Sewer Study, as well as a copy of the completed Sanitary Sewer Study. E. In the event Sugar City changes the scope of work on a Study that the Developers, or either of them, do not give their prior written approval of, the non-approving Developer(s) shall not be obligated to reimburse Sugar City for the cost of the Study related to such change in scope of work. In the event Sugar City changes the scope of work on the Sanitary Sewer Study that Rexburg does not give its prior written approval of, Rexburg shall not be obligated to reimburse Sugar City for the cost of the Sanitary Sewer Study related to such change in scope of work. 3. Reimbursement from Future Developers. Sugar City and the Developers contemplate (and have discussed generally) entering into a Water & Sewer Infrastructure Expansion Agreement (“W&S Expansion Agreement”) which will cover, without limitation, a cost-sharing arrangement for funding all of the costs of (i) expanding/enhancing Sugar City’s water and sanitary sewer infrastructure and (ii) purchasing additional sanitary sewer treatment capacity at the Rexburg wastewater treatment facility. Such agreement will also include a reimbursement provision pursuant to which future residential or commercial developers connecting to Sugar City W&S infrastructure will be required to reimburse the Developers and Sugar City for their pro-rata share of the costs such parties will have incurred to expand the W&S infrastructure of Sugar City (including the purchase of additional sanitary sewer capacity at the Rexburg wastewater treatment facility), all as recommended in the Studies. Sugar City and the Developers agree that the “gross” Study costs (excluding IDEQ grant funding received by Sugar City for the Studies) will be added to the actual W&S infrastructure expansion/enhancement costs (described above) for purposes of reimbursement to the Developers and Sugar City by future developers connecting to the W&S infrastructure contemplated by the W&S Expansion Agreement. 4. Default. In the event either Developer or Rexburg fails to comply with the terms and conditions of this Agreement, the Sugar City may seek any remedy provided for in law or equity, including (with respect to the Developers), but not limited to, withholding the issuance of any building permits, certificates of occupancy, or the connection of water or sanitary sewer service to any property owned by such Developer and located within the RBR or OFE development (as applicable), until such default is cured. 5. General Provisions. A. Severability. In the event that any term or provision of this Agreement shall be declared by any court of competent jurisdiction to be unreasonable or invalid, then any such unreasonable terms or provisions shall be modified and enforceable to the extent deemed reasonable by such court; and any such invalidity shall not affect any other term or provision of this Agreement, all of which remaining terms and provisions shall continue in full force and effect. B. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Idaho. The venue for any action arising out of this Agreement shall be exclusively in the