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HomeMy WebLinkAboutDevelopment Agreement V1Development Agreement – [project name] (H-2021-[__]) Page 1 of 12 DEVELOPMENT AGREEMENT PARTIES: 1. City of Meridian 2. THIS DEVELOPMENT AGREEMENT (this “Agreement”), is made and entered into this______ day of________________, 202, by and between City of Meridian, a municipal corporation of the State of Idaho, whose address is 33 E. Broadway Avenue, Meridian, Idaho 83642, hereinafter called “CITY”, and , a , whose address is hereinafter called “OWNER/DEVELOPER”. 1. RECITALS: 1.1 WHEREAS, Owner is the sole owner, in law and/or equity, of that certain tract of land in the County of Ada, State of Idaho, legally described in Exhibit “A”, which is attached hereto and by this reference incorporated herein as if set forth in full, hereinafter referred to as the “Property”; and 1.2 WHEREAS, Idaho Code § 67-6511A provides that cities may, by ordinance, require or permit as a condition of zoning that the Owner/Developer make a written commitment concerning the use or development of the subject Property; and 1.3 WHEREAS, City has exercised its statutory authority by the enactment of Section 11-5B-3 of the Unified Development Code (“UDC”), which authorizes development agreements upon the annexation and/or re-zoning of land and further authorizes the modification and amendment of development agreements; and 1.4 WHEREAS, Development Agreement dated recorded against the Property as Instrument No. (the “Original Development Agreement”). The Original Development Agreement governs the development of ; and 1.5 WHEREAS, 1.6 Development Agreement – [project name] (H-2021-[__]) Page 2 of 12 1.7 WHEREAS, Owner/Developer made representations at the public hearings before the Meridian City Council, as to how the Property will be developed and what improvements will be made; and 1.8 WHEREAS, the record of the proceedings for development agreement modification held before the Meridian City Council includes responses of government subdivisions providing services within the City of Meridian planning jurisdiction, and includes further testimony and comment; and 1.9 WHEREAS, on the [___] day of [_________________], 202, the Meridian City Council approved certain Findings of Fact and Conclusions of Law and Decision and Order (“Findings”), which have been incorporated into this Agreement and attached as Exhibit “B”; and 1.10 WHEREAS, the Findings require the Owner/Developer to enter into this Agreement to provide for a conceptual site plan governing the development of the Property; and 1.11 WHEREAS, City further requires the Owner/Developer to enter into a development agreement for the purpose of ensuring that the Property is developed and the subsequent use of the Property is in accordance with the terms and conditions of this Agreement, herein being established as a result of evidence received by the City in the proceedings for zoning designation from government subdivisions providing services within the planning jurisdiction and from affected property owners and to ensure zoning designations are in accordance with the amended Comprehensive Plan of the City of Meridian on December 19, 2019, Resolution No. 19- 2179, and the UDC, Title 11; and 1.12 WHEREAS, Owner/Developer deems it to be in its best interest to be able to enter into this Agreement and acknowledges that this Agreement was entered into voluntarily and at its urging and request; and 1.13 WHEREAS, The Property described in Exhibit “A” shall no longer be subject to or governed by the terms of the Original Development Agreement or any other development agreement(s) previously recorded against the Property, including, but not limited to, Ada County Instrument Number. NOW, THEREFORE, in consideration of the covenants and conditions set forth herein, the parties agree as follows: 2. INCORPORATION OF RECITALS: That the above recitals are contractual and binding and are incorporated herein as if set forth in full. Development Agreement – [project name] (H-2021-[__]) Page 3 of 12 3. DEFINITIONS: For all purposes of this Agreement the following words, terms, and phrases herein contained in this section shall be defined and interpreted as herein provided for, unless the clear context of the presentation of the same requires otherwise: 3.1 CITY: means and refers to the City of Meridian, a party to this Agreement, which is a municipal Corporation and government subdivision of the state of Idaho, organized and existing by virtue of law of the State of Idaho, whose address is 33 East Broadway Avenue, Meridian, Idaho 83642. 3.2 OWNER/DEVELOPER: means and refers to, whose address is hereinafter called “Owner/Developer”, the party that owns and is developing the Property and shall include any subsequent owner(s)/developer(s) of the Property. 3.3 PROPERTY: means and refers to that certain parcel(s) of Property located in the County of Ada, City of Meridian and described in Exhibit “A”, attached hereto and by this reference incorporated herein as if set forth at length, which land is subject to this Development Agreement upon recording. 4. USES PERMITTED BY THIS AGREEMENT: This Agreement shall vest the right to develop the Property in accordance with the terms and conditions of this Agreement. 4.1 The uses allowed pursuant to this Agreement are only those uses allowed under the UDC. 4.2 No change in the uses specified in this Agreement shall be allowed without modification of this Agreement. 5. CONDITIONS GOVERNING DEVELOPMENT OF SUBJECT PROPERTY: 5.1. Owner/ Developer shall develop the Property in accordance with the following special conditions: a. Future development of the Property shall be generally consistent with the conceptual site plan submitted in connection with H-2021-00[__], which conceptual site plan is attached hereto as Exhibit “C” and by this reference incorporated herein as if set forth in full, hereinafter referred to as the “Concept Plan” 6. COMPLIANCE PERIOD: This Agreement must be fully executed within six (6) months after the date the Meridian City Council approves the modification or it is null and void. 7. DEFAULT/CONSENT TO DE-ANNEXATION AND REVERSAL OF ZONING DESIGNATION: Development Agreement – [project name] (H-2021-[__]) Page 4 of 12 7.1 Acts of Default. Either party’s failure to faithfully comply with all of the terms and conditions included in this Agreement shall constitute default under this Agreement. 7.2 Notice and Cure Period. In the event of Owner/Developer’s default of this Agreement, Owner/Developer shall have thirty (30) days from receipt of written notice of breach from City to initiate commencement of action to correct the breach and cure the default, which action must be prosecuted with diligence and completed within one hundred eighty (180) days; provided, however, that in the case of any such breach that cannot with diligence be cured within such one hundred eighty (180) day period, then the time allowed to cure such failure may be extended for such period as may be necessary to complete the curing of the same with diligence and continuity. 7.3 Remedies. In the event of default by Owner/Developer that is not cured after notice as described in Section 7.2, Owner/Developer shall be deemed to have consented to modification of this Agreement and de-annexation and reversal of the zoning designations described herein, solely against the offending portion of Property and upon City’s compliance with all applicable laws, ordinances and rules, including any applicable provisions of Idaho Code §§ 67-6509 and 67-6511. Owner/Developer reserves all rights to contest whether a default has occurred. This Agreement shall be enforceable in the Fourth Judicial District Court in Ada County by either City or Owner/Developer, or by any successor or successors in title or by the assigns of the parties hereto. Enforcement may be sought by an appropriate action at law or in equity to secure the specific performance of the covenants, agreements, conditions, and obligations contained herein. 7.4 Delay. In the event the performance of any covenant to be performed hereunder by either Owner/Developer or City is delayed for causes that are beyond the reasonable control of the party responsible for such performance, which shall include, without limitation, acts of civil disobedience, strikes or similar causes, the time for such performance shall be extended by the amount of time of such delay. 7.5 Waiver. A waiver by City of any default by Owner/Developer of any one or more of the covenants or conditions hereof shall apply solely to the default and defaults waived and shall neither bar any other rights or remedies of City nor apply to any subsequent default of any such or other covenants and conditions. Development Agreement – [project name] (H-2021-[__]) Page 5 of 12 8. INSPECTION: Owner/Developer shall, immediately upon completion of any portion or the entirety of said development of the Property as required by this Agreement or by City ordinance or policy, notify the City Engineer and request the City Engineer’s inspections and written approval of such completed improvements or portion thereof in accordance with the terms and conditions of this Agreement and all other ordinances of the City that apply to said Property. 9. REQUIREMENT FOR RECORDATION: City shall record this Agreement, including all of the Exhibits, and submit proof of such recording to Owner/Developer. 11. SURETY OF PERFORMANCE: The City may also require surety bonds, irrevocable letters of credit, cash deposits, certified check or negotiable bonds, as allowed under the UDC, to insure the installation of required improvements, which the Owner/Developer agree to provide, if required by the City. 12. CERTIFICATE OF OCCUPANCY: No Certificates of Occupancy shall be issued in any phase in which the improvements have not been installed, completed, and accepted by the City, or sufficient surety of performance is provided by Owner/Developer to the City in accordance with Paragraph 11 above. 13. ABIDE BY ALL CITY ORDINANCES: That Owner/Developer agree to abide by all ordinances of the City of Meridian unless otherwise provided by this Agreement. 14. NOTICES: Any notice desired by the parties and/or required by this Agreement shall be deemed delivered if and when personally delivered or three (3) days after deposit in the United States Mail, registered or certified mail, postage prepaid, return receipt requested, addressed as follows: CITY: with copy to: City Clerk City Attorney City of Meridian City of Meridian 33 E. Broadway Ave. 33 E. Broadway Avenue Meridian, Idaho 83642 Meridian, Idaho 83642 OWNER/DEVELOPER: 14.1 A party shall have the right to change its address by delivering to the other party a written notification thereof in accordance with the requirements of this section. 15. ATTORNEY FEES: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorney’s fees as determined by a Court of Development Agreement – [project name] (H-2021-[__]) Page 6 of 12 competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. 16. TIME IS OF THE ESSENCE: The parties hereto acknowledge and agree that time is strictly of the essence with respect to each and every term, condition and provision hereof, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of and a default under this Agreement by the other party so failing to perform. 17. BINDING UPON SUCCESSORS: This Agreement shall be binding upon and inure to the benefit of the parties’ respective heirs, successors, assigns and personal representatives, including City’s corporate authorities and their successors in office. This Agreement shall be binding on Owner/Developer, each subsequent owner and any other person acquiring an interest in the Property. Nothing herein shall in any way prevent sale or alienation of the Property, or portions thereof, except that any sale or alienation shall be subject to the provisions hereof and any successor owner or owners shall be both benefited and bound by the conditions and restrictions herein expressedCity agrees, upon written request of Owner/Developer, to execute appropriate and recordable evidence of termination of this Agreement if City, in its sole and reasonable discretion, had determined that Owner/Developer has fully performed their obligations under this Agreement. 18. INVALID PROVISION: If any provision of this Agreement is held not valid by a court of competent jurisdiction, such provision shall be deemed to be excised from this Agreement and the invalidity thereof shall not affect any of the other provisions contained herein. 19. DUTY TO ACT REASONABLY: Unless otherwise expressly provided, each party shall act reasonably in giving any consent, approval, or taking any other action under this Agreement. 20. COOPERATION OF THE PARTIES: In the event of any legal or equitable action or other proceeding instituted by any third party (including a governmental entity or official) challenging the validity of any provision in this Agreement, the parties agree to cooperate in defending such action or proceeding. 21. FINAL AGREEMENT: This Agreement sets forth all promises, inducements, agreements, condition and understandings between Owner/Developer and City relative to the subject matter hereof, and there are no promises, agreements, conditions or understanding, either oral or written, express or implied, between Owner/Developer and City, other than as are stated herein. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the parties hereto unless reduced to writing and signed by them or their successors in interest or their assigns, and pursuant, with respect to City, to a duly adopted ordinance or resolution of City. 22. EFFECTIVE DATE OF AGREEMENT: This Agreement shall be effective on the date: (i) the parties have mutually executed this Agreement; and (ii) this Agreement is recorded in the real property records of Ada County, Idaho. Development Agreement – [project name] (H-2021-[__]) Page 7 of 12 [end of text; signatures, acknowledgements, and Exhibits A and B follow] Development Agreement – [project name] (H-2021-[__]) Page 8 of 12 ACKNOWLEDGMENTS IN WITNESS WHEREOF, the parties have herein executed this Agreement and made it effective as hereinabove provided. OWNER/DEVELOPER: CITY OF MERIDIAN ATTEST: By: Mayor Robert E. Simison Chris Johnson, City Clerk STATE OF ) : ss: County of ) This record was acknowledged before me on _______________, 202_ by James Zeiter as Manager of Insight Holdings, LLC, a Nevada limited liability company, as Manager of Insight Administrative Services, LLC a Nevada limited liability company, as Manager of Meridian 118, LLC, a Nevada limited liability company. (STAMP) Signature of Notary Public My Commission Expires: Development Agreement – [project name] (H-2021-[__]) Page 9 of 12 STATE OF IDAHO ) : ss County of Ada ) This record was acknowledged before me on _______________, 202_ by Robert E. Simison and Chris Johnson as the Mayor and the City Clerk, respectively, of the City of Meridian, Idaho. (STAMP) Signature of Notary Public My Commission expires: Development Agreement – [project name] (H-2021-[__]) Page 10 of 12 Exhibit A Legal Description of the Property [insert] Development Agreement – [project name] (H-2021-[__]) Page 11 of 12 Exhibit B Finding of Fact and Conclusions of Law and Decision and Order [insert] Development Agreement – [project name] (H-2021-[__]) Page 12 of 12 Exhibit C Concept Plan [insert]