HomeMy WebLinkAboutWell Site Lease Agreement for GrayclifADA COUNTY RECORDER Christopher D. Rich 2015-086405
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WELL SITE LEASE AGREEMENT
THIS WELL SITE LEASE AGREEMENT ("Lease") is made and entered into this✓ day of
2015, by and between STAR DEVELOPMENT, Inc., an Idaho corporation and
its successors and assigns, hereinafter referred to as the "Lessor," and THE CITY OF MERIDIAN, IDAHO,
hereinafter referred to as the "Lessee" or "City."
RECITALS
Lessor is developing the Graycliff Estates Subdivision (the "Subdivision") within the City and has
applied to the City for plat approval for the Subdivision.
The City will provide water service for the Subdivision, and proposes to construct and operate a
municipal groundwater well and related facilities ("Municipal Well") within the Graycliff Estates Subdivision
that will be owned and operated by the City as part of its municipal water supply system to provide water to
the Subdivision and to other areas within the City's municipal service area.
The City intends to apply to the Idaho Department of Water Resources ("Department") for
authorization to use the Municipal Well as a point of diversion for the City's water rights. To facilitate the
City's application to the Department, Lessor and the City wish to enter into this Lease granting the City the
rights of access and use and for well construction as described herein until such time as the Graycliff
Estates Subdivision plat is approved with a dedicated municipal well lot and other easements or rights-of-
way reasonably necessary or appropriate for operation and maintenance of the Municipal Well and
diversion and distribution of water therefrom.
Graycliff Estates Well Site Lease Agreement -1
F
Lessor is willing to designate a well site lot on an approved plat for the Graycliff Estates
Subdivision for the City to construct, operate and maintain the Municipal Well in the location depicted and
described on Exhibits A-1 and A-2 hereto,
AGREEMENT
Lessor, for and in consideration of the above recitals, and the benefits, covenants and agreements
hereinafter mentioned on the part and behalf of the said Lessee to be paid, kept and performed, does by
these presents grant, demise and lease unto the said Lessee, and Lessee does by these presents hire,
rent and lease from Lessor, that certain real property located on the following described real property, to
wit:
See Exhibits "A-1" and "A-2" (map of site & legal description) attached
hereto and, by this reference, incorporated herein as if set forth in full (the
"Leased Premises").
TO HAVE AND TO HOLD said Leased Premises, together with the appurtenances, privileges,
rights and easements thereto belonging, and subject to all rights, easements, and encumbrances of record,
unto the said Lessee for the rent and upon the terms and conditions as follows:
1. RENT: Lessor and Lessee hereby waive monetary rent and agree that the mutual benefits
provided herein constitute adequate consideration for this Lease. The mutual benefits include but are not
limited to Lessee's ability to begin drilling a well in advance of platting and Lessor having the benefit of
water service sooner that would otherwise be available.
Graycliff Estates Well Site Lease Agreement - 2
2. TERM: This Lease shall be for the term of ten (10) years, commencing on July 1, 2015,
and terminating on June 30, 2025 (the "Lease Term"), unless extended or earlier terminated as provided
herein.
3. USE OF LEASED PREMISES: Lessee covenants and agrees that the Leased Premises
shall be used for a Municipal Well site, including pumping station and the construction thereof, and shall not
be used for any other purpose or purposes without the prior written consent of Lessor.
4. LEASE EXTENSION: Unless this Lease is terminated prior to the end of the Lease Term
as provided herein, then this Lease shall automatically renew for additional one-year terms, not to exceed
five (5) additional years, unless otherwise agreed to in writing by the parties.
5. LEASE TERMINATION: The parties agree that, notwithstanding the Lease Term provided
above, this Lease shall earlier terminate when: 1) a municipal well lot in the location of the Leased
Premises and a Meridian City Well Wastewater Discharge Pipe Easement extending from the municipal
well lot to the drain have been designated on the final subdivision plat as approved by the City; and 2) the
City has completed a producing Municipal Well on the Leased Premises; at which time the parties will
record a Notice of Termination of this Lease.
6. MAINTENANCE: The Leased Premises is bare ground. During the term of this Lease,
Lessee shall, at Lessee's sole cost and expense, maintain the Leased Premises in as good condition as
the same is in at the time Lessee shall take possession of the Leased Premises, reasonable wear, tear and
damage by the elements excepted, subject to Lessee's obligation to control noxious weeds, and upon
termination of this Lease in any manner, Lessee shall surrender said Leased Premises to Lessor in such
condition.
7. TEMPORARY CONSTRUCTION EASEMENT AND EASEMENT FOR OVERFLOW
FLUSH LINE FROM MUNICIPAL WELL TO DRAIN. Lessor also grants to Lessee during the Lease Term
Graycliff Estates Well Site Lease Agreement - 3
a temporary construction easement over and across the subdivision in a location to be mutually agreed
upon by the parties and as may be reasonably necessary for the City to access the Leased Premises via
Harris Street with well drilling and completion equipment to construct the Municipal Well and equipment to
construct an overflow flush line from the Municipal Well. , andLessor shall designate on the subdivision final
plat a permanent, twenty -foot -wide, non-exclusive easement over and across the subdivision in the location
depicted and described in Exhibits "B-1" and "B-2" hereto ("City Well Wastewater Discharge Pipe
Easement") for installation, operation and maintenance of the overflow flush line.
8. ALTERATIONS AND IMPROVEMENTS: Lessee shall have the right to make alterations
and improvements to the Leased Premises by the construction of the Municipal Well thereon and the
addition of such other improvements consistent with ongoing operation and maintenance of the Municipal
Well and the diversion and distribution of groundwater therefrom. Lessee shall maintain all such alterations
and improvements made by Lessee in a neat and orderly condition and consistent with all Covenants,
Conditions and Restrictions ("CC&Rs") and all design guidelines applicable to the Leased Premises.
Except as otherwise agreed by Lessor and Lessee by separate written agreement, upon the termination of
this Lease, the Municipal Well and related improvements as shall have been added or made by Lessee
shall not revert to the Lessor, and shall not become a part of the Leased Premises. Lessee's construction,
and subsequent operation, maintenance, repair, replacement, removal or abandonment of the Municipal
Well and other improvements shall comply with all CC&Rs, all design guidelines applicable to the Leased
Premises and all requirements and standards of the Department for construction, operation and/or
abandonment of ground water wells. Prior to construction of the Municipal Well, Lessee shall obtain design
approval from the subdivision architectural control committee utilizing the procedure set forth in the CC&Rs,
which approval shall not be unreasonably withheld. If Lessor does not yet have recorded CCRs or duly
adopted design guidelines in place when Lessee is prepared to construct the Municipal Well and
Graycliff Estates Well Site Lease Agreement - 4
associated improvements on the Leased Premises, Lessee agrees to submit to Lessor Lessee's design
plans and specifications for all above ground improvements intended to be constructed on the Leased
Premises for review and approval by Lessor or Lessor's designee. Lessor will promptly process and
approve Lessee's design plans and specifications, provided they: 1) are not inconsistent with the overall
community and aesthetic concepts for the Graycliff Estates Subdivision; and 2) incorporate appropriate
considerations for screening, buffering, signage, landscaping, dimensions, setbacks, and adjacent
residential and pedestrian uses as contemplated by Lessor's submitted development plan and application
for plat approval and/or required by Lessee's conditions and standards of approval of same.
9. COMPLIANCE WITH LAW: Lessee agrees to comply with all municipal, state and federal
laws, rules, regulations and ordinances governing its use of the Leased Premises and Municipal Well and
to do all things necessary to stay in compliance with the same.
10. UTILITIES: It is expressly agreed that, during the full term of this Lease, Lessee shall
furnish and promptly pay for any utilities required for the Leased Premises and improvements at Lessee's
own cost and expense.
11. TAXES AND ASSESSMENTS: Lessee shall pay all real estate taxes and other
assessments of any kind levied against the Leased Premises during the term of this Lease as the same
become due.
12. ASSIGNMENT OR SUBLEASING: Lessee shall not assign this Lease nor sublet to any
other lessee the Leased Premises or any portion thereof, without Lessor's prior written consent; provided,
however, such consent shall not be unreasonably withheld by Lessor.
13. LABOR CONTRACTS AND EMPLOYEES: The parties expressly covenant and agree
that all labor contracts and employment agreements with employees or contractors providing services or
materials to or construction upon the Leased Premises shall be made directly with Lessee and that all such
Graycliff Estates Well Site Lease Agreement - 5
employees and contractors shall be deemed solely the employees or contractors of Lessee and in no way
employees or contractors of Lessor. Lessee covenants and agrees to keep the Leased Premises free and
clear of any claims, including but not limited to mechanics or materialmen's liens, and to indemnify and hold
harmless Lessor of and from any liability for any acts of employees of Lessee or any acts of persons
working for Lessee under a labor contract.
14. WASTE PROHIBITED: Lessee shall not commit any waste or damage to the Leased
Premises nor permit any waste or damage to be done thereto.
15. LIABILITY: Lessor shall not be liable for any injury or damage which may be sustained by
any person or property of the Lessee or any other person or persons resulting from the condition of the
Leased Premises or any part thereof, or from the street or subsurface, or from any other source or cause
whatsoever, nor shall the Lessor be liable for any defect, latent or otherwise, in the Municipal Well or
structures erected on the Leased Premises, and Lessee agrees to defend, indemnify and hold harmless
Lessor from all such liability to the extent allowed by law.
16. LIABILITY INSURANCE: Lessee shall maintain a comprehensive liability insurance policy
covering the above -demised premises during the term of this Lease with a responsible insurance company,
all at the sole cost and expense of Lessee, in the names and for the benefit of Lessee and Lessor as co -
insureds in the sum of $500,000.00 single -limit coverage.
17. FIRE AND EXTENDED COVERAGE INSURANCE: Lessee shall maintain fire and
extended coverage on the Municipal Well and other improvements to the Leased Premises and Lessor
shall be under no obligation to maintain any fire or extended coverage insurance thereon.
18. CONDEMNATION: If the entire Leased Premises, or a substantial part thereof, are
condemned or taken by purchase in lieu thereof, then this Lease shall terminate as of the time possession
is taken.
Graycliff Estates Well Site Lease Agreement - 6
19. LESSOR'S RESTRICTIONS: Lessor further covenants and agrees that it will not
construct, or allow to be constructed, any subsurface waste water or stormwater disposal facilities within
125 feet of the boundaries of the Leased Premises.
20. DEFAULT AND FORFEITURE: Time and the strict and faithful performance of each and
every one of the conditions of this Lease are expressly made the essence of this Lease. If Lessee defaults
n the keeping, performing or observing of any of the covenants and agreements herein contained and such
default shall remain uncured for a period of thirty (30) days after written notice shall have been sent by
certified or registered mail to Lessee as hereinafter provided, then in such event the Lessor may, at
Lessor's election, either in law or equity, seek specific performance of this Lease or may declare said term
and Lease forfeited and terminated and may re-enter the Leased Premises to repossess and enjoy the
same as in their first estate, and the effect of such default shall in itself, at the election of Lessor, without
further notice or demand constitute a forfeiture and termination of this Lease, and if thereafter the Lessee
shall fail to surrender possession of the Leased Premises to Lessor, the Lessee shall be deemed guilty of
an unlawful and forcible detention of the Leased Premises, If Lessee shall abandon or vacate the Leased
Premises, or if this Lease be terminated for default of any of the covenants and agreements herein
contained, Lessee hereby agrees to pay all reasonable expenses incurred by Lessor in obtaining
possession of the Leased Premises from Lessee, including reasonable legal expenses and attorney's fees,
and to pay such other expenses as the Lessor may incur in putting the Leased Premises in good order and
condition as herein provided, and also to pay all other reasonable and necessary expenses or commissions
paid by Lessor in re-leasing the Leased Premises. In the event of notification of default by Lessor to
Lessee and Lessee does in fact cure such default, then and in that event Lessee shall pay, in addition to all
arrearages as existing under the notice of default, the reasonable attorneys' fees incurred by Lessor in
determination of the default and the notification to the defaulting Lessee.
Graycliff Estates Well Site Lease Agreement - 7
21, INDEMNIFICATION: During the term of this Lease (and thereafter, for incidents
occurring during any term of this Lease), to the extent allowed by law, Lessee shall indemnify, defend and
hold harmless Lessor against any and all claims, liabilities, damages, expenses (including reasonable
attorney fees), judgments, proceedings and causes of action of any nature arising from: (i) injury to or
death of any person, or damage to or loss of any property occurring on, in or around the Leased Premises;
or (ii) growing out of or connected with the use, condition or occupancy of the Leased Premises; or (iii)
losses resulting from a breach of this provision of this Lease. This obligation to indemnify shall be limited to
the acts or omissions of Lessee or its officers, contractors, licensees, agents, servants, employees, guests,
invitees or visitor and not caused by the negligence or other wrongful act of omission of Lessor, or Lessor's
officers, employees, or servants. Lessee's obligation to indemnify shall survive the satisfaction of this
Lease.
22. ATTORNEY'S FEES: In the event an action is brought to enforce any of the terms or
provisions of this Lease, or enforce forfeiture thereof for default thereof by either of the parties hereto, the
prevailing party in such action or collection shall be entitled to recover from the other party its reasonable
attorney's fee and costs, together with such other costs as may be authorized by law,
23. NOTICES: All notices required to be given to each of the parties hereto under the terms
of this Lease shall be given by depositing a copy of such notice in the United States mail, postage prepaid
and registered or certified, return receipt requested, to the respective parties hereto at the following
address:
Lessor: Star Development, Inc.
P. 0. Box 518
Meridian, ID 83642
Lessee: City of Meridian
33 E. Broadway
Meridian, ID 83642
Graycliff Estates Well Site Lease Agreement - 8
or to such other address as may be designated by writing delivered to the other party. All notices given by
certified mail shall be deemed completed as of the date of mailing except as otherwise expressly provided
herein.
24, REPRESENTATIONS: It is understood and agreed by and between the parties hereto
that there are no verbal promises, implied promises, agreements, stipulations, representations or
warranties of any character excepting those set forth in this Lease.
25. BINDING EFFECT: The provisions and stipulations hereof shall inure to the benefit of and
bind the heirs, executors, administrators, assigns and successors in interest of the respective parties
hereto,
26. SITUS: This Lease is established and accepted by the Lessee under the laws of the State
of Idaho, and all questions concerning its validity, construction and administration shall be determined
under such laws.
27. HEADINGS: The bolded paragraph headings are for convenience only and are not a part
of this Lease and shall not be used in interpreting or construing this Lease agreement.
28. SEVERABILITY: If any portion or portions of this Lease shall be, for any reason, invalid or
unenforceable, the remaining portion or portions shall nevertheless be valid, enforceable and carried into
effect, unless to do so would clearly violate the present legal and valid intentions of the parties hereto.
Graycliff Estates Well Site Lease Agreement - 9
IN WITNESS WHEREOF, Lessor and Lessee do execute this Lease effective the day and year first
above written.
"Lessor"
STAR DEVELOPMENT, Inc.
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Allen Lee Centers, Director
STATE OF IDAHO
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County of Ada ) ,�
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On this L day ofP*v-, 2015, before me, the undersigned, a Notary
Public in and for said State, personally Mppeared A. Lee Centers, known or identified to me to be the
Director of Star Development, Inc., who subscribed said Star Development, Inc.'s name to the foregoing
instrument and acknowledged to me that he executed the sarA in said corporation's name.
(SEAL)
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NOTTY PUBLIC FO IDAYO
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On this �S- day of 2015, before me,
the undersigned, a Notary Public in and for said State, personally appeared Tammy de Weerd and Jaycee
Holman, known to me to be the Mayor and City Clerk, respectively, of the CITY of Meridian, Idaho, and who
executed the within instrument, and acknowledged to me that the City of Meridian executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year first above written.
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EXHIBIT "A-1"
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PROD. No.
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PROPOSED WELL LOT
GRAYCLIFF ESTATES SUBDIVISION
LOCATED IN THE SE 1/4 OF SECTION 25, T.3N., RAW., B.M.
MERIDIAN, ADA COUNTY, IDAHO
E'NGINEERING
SOLUTIONS
1029 N. ROSARIO ST., STE. 100
MERIDIAN, IDAHO 83642
Phone (208) 938-0980 Fax (208) 938-0941
EXHIBIT "A-2"
June 16, 2015
Description for Proposed Well Lot
Proposed Graycliff Estates Subdivision
A parcel located in the SE % of Section 25, Township 3 North, Range 1 West, Boise Meridian, City of
Meridian, Ada County, Idaho, and more particularly described as follows:
Commencing at an Aluminum Cap monument marking the northeast corner of the SE Y4 (E'/ corner)
of said Section 25, from which a Brass Cap monument marking the northeast corner of said Section 25
bears North 00°25'47" East a distance of 2642.94 feet;
Thence North 89029'05" West along the northerly boundary of said SE % a distance of 1320.30 feet to
a 5/8 inch diameter iron pin marking the southwesterly corner of Meridian Heights No. 3 Subdivision as
shown in Book 62 of Plats on Pages 6274 and 6275, Records of Ada County, Idaho, also being the
northeast corner of the NW % of the SE % of said Section 25;
Thence along the northerly boundary of said NW % of the SE % North 89023'56" West a distance of
765.81 feet to a point on a curve being the POINT OF BEGINNING;
Thence leaving said boundary 119.82 feet along the arc of a non -tangent curve to the left, said curve
having a radius of 425.00 feet, a delta angle of 16009'10", and a long chord bearing South 54027'08"
West a distance of 119.42 feet to a point of tangency;
Thence South 46022'33" West a distance of 67.36 feet to a point of curvature;
Thence 56.20 feet along the arc of a curve to the right, said curve having a radius of 675.00 feet, a delta
angle of 04°46'14", and a long chord bearing South 48045'40" West a distance of 56.19 feet;
Thence North 51 °4445" West a distance of 253.58 feet to a point on the northerly boundary of the NW
%of the SE Y4 of Section 25;
Thence along said northerly boundary South 89023'56" East a distance of 387.33 feet to the POINT OF
BEGINNING.
This parcel contains 0.66 acres, more or less.
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DWG.DATE 07/30/15 PROPOSED WELL OVERFLOW EASEMENT
PROD. NO. 140529 GRAYCLIFF ESTATES SUBDIVISION SOLUTIONS
SHEET
1 OF 1 LOCATED IN THE SE 1 4 OF SECTION 25, T.3N., R.M., B.M. 1029 N. AN, IDAHO
ST., STE. 100
MERIDIAN, IDAHO 83642
140529 -WELL EASE.DWG bkb MERIDIAN, ADA COUNTY, IDAHO Phone (208) 938-0980 Fax (208) 938-0941
EXHIBIT "B-2"
September 1, 2015
Description for Proposed Well Overflow Easement
Proposed Graycliff Estates Subdivision
An easement located in the South %2 of Section 25, Township 3 North, Range 1 West, Boise Meridian,
City of Meridian, Ada County, Idaho, and more particularly described as follows:
Commencing at an Aluminum Cap monument marking the northeast corner of the SE % (E % corner)
of said Section 25, from which a Brass Cap monument marking the northeast corner of said Section
25 bears North 00025'47" East a distance of 2642.94 feet;
Thence North 89°29'05" West along the northerly boundary of said SE % a distance of 1320.30 feet to
a 5/8 inch diameter iron pin marking the southwesterly corner of Meridian Heights No. 3 Subdivision
as shown in Book 62 of Plats on Pages 6274 and 6275, Records of Ada County, Idaho, also being the
northeast corner of the NW % of the SE % of said Section 25;
Thence along the northerly boundary of said NW % of the SE % North 89°23'56" West a distance of
1153.22 feet to the POINT OF BEGINNING;
Thence leaving said boundary South 5104445" East a distance of 32.74 feet;
Thence North 89°23'56" West a distance of 193.36 feet to a point on the westerly boundary of the NW
% of the SE % of said Section 25;
Thence along said westerly boundary North 0002725" East a distance of 20.00 feet to the Center %
corner of said Section 25;
Thence along the northerly boundary of the NW % of the SE % of said Section 25 South 89023'56"
East, 167.47 feet to the POINT OF BEGINNING.
This easement contains 3,608 s.f., more or less.
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