HomeMy WebLinkAboutMDC Civic Block Extension River Caddis MERIDIAN
104 E.Fairview Ave
- d eve Lo m e nt corp. #239
Meridian,ID 83642
REVIVE • RENEW • REDEFINE 20 e
www.meridiandevelopmntco7786
ntcorp.com
October 31, 2022
Honorable Mayor Simison and Members of the City Council
City of Meridian
33 East Broadway Avenue
Meridian, ID 83642
RE: Civic Block Time Extension Request by River Caddis
Dear Mayor Simison and Meridian City Council Members:
At the October 26, 2022 Meridian Development Corporation board meeting,the board reviewed
and discussed the one-year time extension request from River Caddis as related to the Civic Block
project.
Upon review and discussion of the request,the Meridian Development Corporation recommends
engaging in the re-negotiation of components of the Memorandum of Agreement(MOA) and the
purchase and sale agreements between MDC,River Caddis,and the City.This renegotiation should
include consideration of a potential extension of up to one-year on aspects of the River Caddis MOA
and the corresponding purchase and sale agreements with the following conditions:
1. The Hunter Lateral will be commenced and completed by River Caddis before the irrigation
water comes back in the system in the upcoming spring of 2023. MDC and City are to
approve the estimated cost. If the overall project does not ultimately move forward then
the City and MDC will work out reimbursement for River Caddis of the associated costs for
relocating the lateral.
2. The due diligence period in the purchase and sale agreements should be modified. Need to
set a specific date and eliminate the extensions. The new proposed date for completion of
the due diligence is June 30, 2023.
3. The one-year extension would apply to closing and commencement of work on the project.
4. River Caddis referenced potential modification of the proposed development. If River
Caddis desires to make a significant change to the project,then MDC believes that the
development project should be put back out for proposal. If the proposed changes are not
significant then the proposed changes need to be presented and approved by a mutually
agreeable date certain.
S. The timeline to have a negotiated Owner Participation Agreement needs to be addressed
and agreed upon.
Please don't hesitate to reach out to our Administrator if you have any questions.
Regards,
Dave Winder, Chairman
Meridian Development Corporation
Attachments: Time Extension Request from River Caddis
Proposed Revised Project Schedule from River Caddis
Memo to the MDC Board of Commissioners
Approved Civic Block Memorandum of Agreement
Signed Purchase and Sale Agreement between MDC and River Caddis
Signed Purchase and Sale Agreement between MDC and the City of Meridian
www.rivercaddis.com
RIV ERCADDIS
DEVELOPMENT
October 13, 2022
Ashley Squyres, Administrator
Meridian Development Corporation
104 East Fairview Avenue, #239
Meridian, Idaho 83642
meridiandevelopmentcorp@gmail.com
RE: City of Meridian Civic Block Project Extension Request for RFP Submittal
Dear Ms. Squyres,
We are writing this letter to request an extension to the Memorandum of Agreement between River Caddis
Development, the Meridian Development Corporation, and the City of Meridian (the "MOW), due to a
multitude of factors out of our control. This letter will explain what we have done, what we have found, why
we need an extension, and how we plan to proceed.
WHAT we have done and WHAT we have found:
After the RFP was released in 2021 and awarded early 2022, we set out to negotiate with both Meridian
Development Corporation ("MDC") and the City of Meridian ("CITY") on legal terms memorializing our
development plans in accordance with standards set forth in our presentations and the long-and short-term
objectives of all parties. In a parallel path, we engaged the community and its stakeholders — seeking to
understand concerns and integrating them into a feasible and exciting development. During this time, our
delivery partners ran several estimated budgets and analyzed the capital markets to confirm we were still
on path to a financially feasible project. Once we had negotiated these terms, heard the public, and integrated
these concerns into our development, we memorialized terms into contracts to eventually acquire the
municipally owned land.
As soon as these contracts were executed, River Caddis Development, ("RCD") and its delivery partners
immediately engaged subcontractors previously used in a project completed in Ada County at the end of
2021. When the preliminary numbers came in, which were astonishingly greater than expected, we had to
re-run the numbers with other partners, including local, to confirm their findings, taking more time. We set
a holistic meeting with all of our partners to discuss the findings and discuss the increase of estimated
budget. To our shock and dismay, we learned that the current state of the construction market in the nation
is especially compounded in the Valley. A project, in comparable size and scope, completed less than two
years prior had increased in cost +77%.
While this was a shock, we swiftly engaged in a forensic audit of these costs to better understand the
reasoning behind this astonishing escalation in budgetary numbers. RCD and its delivery partners were
intentionally assembled and designed to leverage our national experience and wherewithal in the
construction and design market. Our forensic audit in construction index of Ada County against other
Counties across the United States demonstrated an abnormality in geographical construction costs. Ada
1038 Trowbridge Road O Office:517703-2107 �� Email:jmcgraw@rivercaddis.com
3467269 East Lansing,MI Mobile:517 420-7393 Web:www.rivercaddis.com
34886958.2
www.rivercaddis.com
RIV ERCADDIS
DEVELOPMENT
County is simply tracking way above where it typically would against other markets. Not only has the
construction market costs, and supply chain been affected on a local stage, but interest rates have
significantly increased nationally, substantially decreasing values across all commercial real estate.
RCD has continued to expend resources in attempts to identify a solution for this unusual situation. We have
continued to engage consultants (Architects and Engineers, Construction Management, Designers, Legal)
as well as expend travel and other costs in the continued pursuit of the Civic Block development. We have
done everything we have said we were going to do but have been faced with challenges we could not have
anticipated. Once we were enlightened to these findings, we immediately contacted the MDC and CITY to
make known of our findings and look for a common solution.
WHY do we need this extension:
RCD is requesting to amend the MOA to provide for a 12 month of the term to allow time to find a solution
to developing our proposed project, or a like project both MDC and CITY will approve and be proud of. We
KNOW this is not a RCD issue, and any developer will be faced with these same issues. We also strongly
believe that RCD was chosen as a development partner to the CITY as they were best suited to bring a
transformational project to downtown Meridian. We would like the time to collaborate with the stakeholders
over this extension to pursue a development that reflects the objectives and current market capabilities. We
are invested in the City, County, and this project; and would appreciate the opportunity to pursue this
partnership whether it be with our proposed project or something smaller in scale.
HOW we plan to proceed:
a. RCD will continue to forensically analyze the areas of our budget that are in excess and
unlock solutions;
b. RCD will look for other subcontractors within the Treasure Valley Market as well as from
outside markets to continue to close the gap;
c. We would like to engage the development committee or a created entity to walk through
solutions or potential changes to the design and scope of the development;
d. We would like to engage same committee on other solutions to integrate or trade out with
other amenities;
e. Entire mission is to design and facilitate a desired development outcome short and long
term; and
f. We will cooperate with the CITY and MDC on the Hunter Lateral efforts in attempts to get
this part of the project moving forward.
RECAP
In light of the foregoing, we are graciously requesting an extension of 12 months (as further described
in the attached Estimated Project Schedule) to the MOA and PSA. We are grateful for the continued
support and partnership of both MDC and the CITY and appreciate the consideration of this letter's
1038 Trowbridge Road O Office:517 703-2107 Email:jmcgraw@rivercaddis.com
3467269 East Lansing,MI Mobile:517 420-7393 Web:www.rivercaddis.com
34886958.2
www.rivercaddis.com
RIV ERCADDIS
DEVELOPMENT
intent. As stated in the past, we would be truly grateful for the opportunity to make a significant
investment that will shape the future of the community for years to come.
Sincerely,
RIVER CADDIS DEVELOPMENT, LLC
0 It
John McGraw
Director of Development
1038 Trowbridge Road O Office:517 703-2107 Email:jmcgraw@rivercaddis.com
3467269 East Lansing,MI Mobile:517 420-7393 Web:www.rivercaddis.com
34886958.2
h Report Date:
OPUS' Meridian Civic Block Mixed Use 12/1/2022
THE OPUS GROUP
Line Unique Task ID Name
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1� Finish
I ' I II I11
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2 0030 Contract Extension 194d 12112022 9152023 MC.act extaion
3 0040 Easements,Platting,Financing 65d 1122024 41112024 0030 I I I I _asements,NRnandng
Land Ching 0050 land Closing id 41112024 41112024 0040 FF
6 0060 City of Meddian Site Approval 64d 2152024 CRY AmeId un she ApprovaI
7 0070 Building Permit 22d 41112024 4130/2024 pem
P Pr
11 1 I Deign
9 0080 Design Development 82d 92 112024 III III III III
Design Developmert
10 0090 Cootnstruction DocumentslPermit 65d 1122024 4/112024 0080 Canshutiian Daumer�tslpermh5et'
110100 Final Working 64dI I I I I Final wrY'ng Dmw ngs
11 I24 811/2024
13 0110 Demolition and Site Prep 31d 51312024 61172024 I I I I I I _Demoritioo and Site prep
14 0130 Grading and Ste Utilities 33d 61172024 81ffi024 0110 I I I I I I _Grading and Site 01tia,
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1 11 . I I I I I I I Ramp ana CnmmunM @ntx Can
16 0140 Footings/Foundations 41d 8152024 10112024 0130 FoodroFaandetions
17 0150 Concrete Podium and Ramp 149d 101 O24 502025 0140 Concrete Podmm and Ramp.
18 0160 Core and Shell Buildout 106d 5/512025 10IM025 0150 Cite and shell Buildwt
19 0170 Shell Substantial Completion Old 101312025 101312025 0160 Shdl&-ntialCmrplermn
20 0180 Community Center Build Out 129d 111412025 1 5/612026 1 Qxroarrij Carter Build Out
21 0190 Comm unity Center Od 5172026 51712026 0180 Community Cemer0aupengl
Occupancy1Opening I I I I I I I I I I I I I I I I
1191 Apart ant Construction 276d 515120251 . I I I I I I I I I IIF Apzmnemmnamaionj
23 0200 Wood Framing 126d 51512025 10/3012025 0160SS I I I I I I I I I I —Wood Framing
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0220 tions and Close Out 21d 54 61112026 0210 ■Inbs d 11-ou
Occupancy/Completion 1d 61212026 6/212026 0220 I I I I I I I I I I I I I I ocapancytc pletim l
Milestone Appearances
[] Diamond
Irint Date: 10/13/2022 Page: 1 of 1
MERIDIAN
104 E.Fairview Ave
- d eve Lo m e nt corp. #239
Meridian,ID 83642
REVIVE • RENEW • REDEFINE 20 e
www.meridiandevelopmntco7786
ntcorp.com
To: MDC Board Members
From:Ashley Squyres,Administrator
RE: Civic Block Time Extension Request
Date: October 20,2022
Background:
After two and a half months of uncertainty with the status of the Civic Block project,and given the looming
end-of-the-year deadlines per the Civic Block Memorandum of Agreement(MOA),MDC leadership
requested a formal status update from the River Caddis team as it pertains to the status of the project.
On Friday,October 14th, River Caddis submitted the attached letter to MDC requesting a project time
extension of one year.The reasoning for the request is due to a variety of factors including current market
conditions and escalating construction costs.
MDC leadership and City leadership met to review the letter and to discuss next steps.The sentiment was
of some disappointment as there was no real project progress or new information since the meeting with
the developer in mid-August,only the continued request for a time extension.
In discussions with leadership,the sentiment was strong that if a time extension were to be granted,there
needed to be a commitment by the developer to move forward with the Hunter Lateral portion of the
project.
The proposed process to evaluate the River Caddis request is thus:
• On October 26th,MDC will review the request and provide a formal recommendation action to the
City Council.This recommendation will be considered at a future public meeting.
• If the City Council agrees with the recommendation,then the appropriate next steps will be taken
depending on the outcome.For example,if approval of the time extension is granted,then the MOA
and the Purchase and Sale Agreements (PSAs)will need to be updated accordingly.If the decision is
to deny the time extension,it will be up to the developer as to whether or not they choose to meet
the conditions of approval outlined in the MOA and PSAs by the specified timeframes or if they
forego moving forward with the project.
• If the City Council does not agree with the recommendation and the two agencies cannot come to an
agreement as to whether or not a time extension should be granted,the original dates as outlined in
the MOA and PSAs are still in effect.
Options for the Board's Consideration:
Option A:Approve the time extension with no stipulations and recommend this option to the Meridian City
Council for their consideration.
Option B: Deny the time extension and recommend this option to the Meridian City Council for their
consideration.
Option C:Approve the time extension with conditions of approval and recommend this option to the
Meridian City Council for their consideration. For example, a condition could be tied to the construction of
the Hunter Lateral,by the River Caddis development team, during the winter/spring of 2022-2023.
MEMORANDUM OF AGREEMENT
CIVIC BLOCK DEVELOPMENT PROPOSAL
This MEMORANDUM OF AGREEMENT ("Agreement") is made this12th day
of April , 2022 ("Effective Date"), by and between the City of Meridian, a municipal
corporation organized under the laws of the State of Idaho ("City"), and Meridian Development
Corporation, an urban renewal agency organized under the laws of the State of Idaho ("MDC") and
Meridian Caddis, LLC, a Michigan limited liability company registered to do business in Idaho
("Respondent"). The foregoing may be collectively referred to as"Parties" or individually as a
"Party."
WHEREAS, MDC in cooperation with the City issued a Request for Proposals ("RFP")
seeking proposals from interested parties for the development or redevelopment of the Civic Block
property (the "Project")containing parcels owned by the City and MDC;
WHEREAS, River Caddis Development, LLC, a Michigan limited liability company (the
"Original Respondent") submitted one of three proposals received and was selected by MDC and
the City subject to certain contingencies;
WHEREAS, Respondent is wholly owned by Original Respondent or its principals and was
formed by Original Respondent for purposes of entering into this Agreement and the Definitive
Agreements (as defined in Article 2,below) and pursuing the Project;
WHEREAS, the Parties desire to describe the process necessary for the Respondent's
proposal to move forward;
NOW,THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged and agreed,and in consideration of the mutual promises and
covenants herein contained, the Parties agree as follows:
1. MDC and the City's acceptance of the Original Respondent's proposal was conditioned upon
the attached list of contingencies which includes RFP and RFP addendum content, the Original
Respondent's proposal and presentations, as well as conditions discussed at MDC and City joint
public meetings where Original Respondent was present (See Exhibit A attached hereto and
incorporated by reference herein). The Parties acknowledge and agree to these contingencies and
that they will be incorporated into the Definitive Agreements or survive the execution of the
Definitive Agreements, as applicable.
2. The Respondent agrees that its Proposal will remain valid until the completion of negotiations
and possible execution of (i) a purchase and sale agreement for the City property between the City,
as seller, and MDC, as purchaser(the "City/MDC Purchase Agreement"); (ii)a purchase and sale
agreement between MDC as seller, and Respondent,as purchaser, for the MDC property and the
City property (the MDC/Respondent Purchase Agreement"); and (iii) an owner participation
agreement for the entire Project property between MDC and Respondent, as developer(the "OPA")
(all of the aforementioned agreements in this paragraph are collectively referred to as the
"Definitive Agreements"). The Parties acknowledge that the sale of the City property to MDC is
subject to a public process and is a necessary component of the Definitive Agreements. The Parties
acknowledge that the City cannot guarantee an outcome and/or commit to transfer of the city
MEMORANDUM OF AGREEMENT 2022 RFP Civic BLOCK PROJECT PAGE 1 OF 8
42358753.10
property to MDC in advance of that public process.
3. This Agreement is governed by the laws of the State of Idaho, constitutes the entire
understanding between the Parties and may not be modified except by written consent of all the
Parties. The Parties agree to participate in the negotiation of the Definitive Agreements in good
faith. This Agreement will automatically terminate if the Definitive Agreements acceptable to all
parties are not executed by City, MDC and Respondent as applicable on or before 5:00 pm on
December 31, 2022 (the "Negotiation Period Expiration Date"). If this Agreement is in effect, then
between the Effective Date and the Negotiation Period Expiration Date, City and MDC shall deal
exclusively with the Respondent in connection with the Project and shall not negotiate, discuss or
enter into any purchase agreement, owner participation agreement or similar agreement with respect
to the Project or the Project property as referenced above with any other party. The Parties may
extend the Negotiation Period Expiration Date by mutual written amendment to this Agreement.
Upon the execution of the Definitive Agreements by the Parties, this Agreement shall be of no
further force or effect, except for those obligations set forth herein that expressly survive the
execution of the Definitive Agreements.
4. Either Party may terminate this Agreement upon thirty(30) days written notice of default
regarding the tends and conditions of this Agreement or for lack of substantial progress in the
negotiations of the Definitive Agreements. If the defaulting Party cures the default or lack of
substantial progress within the thirty(30) day period described in the notice, then the notice shall be
deemed withdrawn and this Agreement will remain in effect. Any notices, demands or requests
required or permitted to be given hereunder must be in writing and shall be deemed to be given (i)
when hand delivered; or(ii) one (1) business day after delivery to FedEx or similar overnight
service for next business day delivery; or(iii)three (3)business days after deposit in the U.S. mail
first class postage prepaid; or(iv)when sent by facsimile or electronic(pdf)transmission during
normal business hours (i.e., 8:00 a.m. to 6:00 p.m.,Monday through Friday), if such transmission is
immediately followed by any of the other methods for giving notice. For communication purposes
the contact information for the Parties is as follows:
Ashley Squyres
Meridian Development Corporation
104 E.Fairview#239
Meridian,1D 83642
208-830-7786
Email:_meridiandevelopmentcorp@gmail.com
John McGraw
Director of Development
River Cadis Development,LLC
1038 Trowbridge Road
East Lansing,Michigan 48823
Email:jmcgraw@rivercaddis.com
Bruce Freckleton
City of Meridian
33 E.Broadway Ave
Meridian,ID 83642
Email: bfreckleton@meridiancity.org
[SIGNATURES ON FOLLOWING PAGE]
MEMORANDUM OF AGREEMENT 2022 RFP Civic BLOCK PROJECT
42358753.10 PAGE 2 OF 8
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as of the
date first noted above.
MERI AN DEVELOPMENT CORPORATION:
By: Dave Winder, Chairman Attest: S ve Vlassek, Secretary
CITY OF MERIDIAN:
C 4 -I (gL(� 3`A rA'('*�`
�`l
SFAI.
Robert E. Sim son, Mayor 4-12-2022 Attest: Chri Johnso ,'� - Clerk 4-12-2022
MERIDIAN CADDIS,LLC
�1ie'
By: Kevin T. McGraw, 4-15-22
MEMORANDUM OF AGREEMENT 2022 RFP Civic BLOCK PROJECT PAGE 3 OF 8
42358753.10
Item#6.
EXHIBIT A
Civic Block Project
Development Contingencies
MDC and the City recommend approval of the Respondent's proposal with the
contingencies cited below, which will be incorporated into the Definitive Agreements
as applicable. It is important to note that the OPA will place all of the risk on the
Respondent as to whether the tax increment generated by the Project will be sufficient
to cover the reimbursable costs of the Project and corresponding improvements. If the
required contingencies are not met, the Project will not move forward, and the City and
MDC will not have expended any funds.
• The final Project must address the Guiding Principles and Basis for Selection
criteria outlined in the RFP and incorporated herein by this reference. To the extent
that the list set forth below contains additional requirements beyond what is
specified in the RFP,the more specific requirements shall prevail. Specifically:
a. Preferred projects should feature a mixed-use development with active
street level uses that will bring visitors to the area, service downtown
residents and workers, and contribute to the vitality of Downtown
Meridian.
b. The Project should "substantially conform with the vision, goals,
and objectives of Destination Downtown, the Meridian
Revitalization and Union District Plans, and the Comprehensive
Plan for the City of Meridian."
c. Economic benefits include...broadening and enhancing the
economic base of the downtown, stimulating new growth and
other private development and investment,tax revenue generated,
increased property values, long term economic opportunities,
employment and job creation, and attraction of visitors and
residents to support downtown businesses.
d. Preferred projects will include outdoor spaces that encourage
public gathering.
e. Respondent timelines and cost breakdowns should include all
visioning, community outreach and engagement, design, Ada
County Highway District ("ACHD") approvals, and construction
for East 2nd Street improvements." Preferred projects are
"encouraged to capitalize on"the enhanced streetscapes and
pedestrian-friendly downtown corridor on East 2°d Street"and
create pedestrian connections to the proposed project.
f. Regarding the public alley vacation, the proposed project must
include one-way vehicular access from East 2nd Street.
Respondent will obtain the approval for the location of the one-
way vehicular access from the adjoining landowners (unBound
and COMPASSNRT).
MEMORANDUM OF AGREEMENT 2022 RFP Civic BLOCK PROJECT PAGE 4 OF 8
42358753.10
Page 58
Item#6.
g. Prior to the execution of the Definitive Agreements, Respondent
shall provide City and MDC representatives with an opportunity
to meet with Respondent's proposed financing provider to discuss
and verify the Respondent's financial ability and financing plan to
complete the project in a timely manner and verify the liquidity
and net worth of the guarantor entity.
• Respondent should begin stakeholder outreach and engagement as soon as
practical. Public notification should include all property owners,residents,
and businesses within 500 feet of the Project site. A minimum of three public
meetings are expected.
• Prior to City's execution of the City/MDC Purchase Agreement, City must be
satisfied with the Project elements,including but not limited to the mix of
uses on the site, number of parking spaces dedicated to the Project and to the
public,public gathering spaces, general site plan and renderings showing
height and mass of the Project, and the Festival Street. The above
information will be included in the OPA as attachments describing the
Project and the OPA will state that any substantial change to these items will
require the approval of MDC. The OPA will also require that the
Respondent consult with the City prior to requesting any substantial changes
to the above attachments and that MDC will consider the input from the City
in regard to the proposed substantial changes.
• To ensure that the Respondent actually closes on the Property in accordance
with the terms of this Agreement and the MDC/Respondent Purchase
Agreement, the City shall not be required to close under the City/MDC
Purchase Agreement until the MDC shall have entered into the
MDC/Respondent Purchase Agreement in accordance with the terms hereof
and the Respondent shall have satisfied or waived all of its contingencies and
conditions to closing thereunder.
• Due to the substantial costs that Respondent will incur in connection with the
negotiation of the Definitive Agreements, due diligence investigations of the
Project site and the design,planning,financing and obtaining approvals for
the Project, including without limitation the planning and approvals required
in connection with the relocation of the Hunter Lateral (as discussed below)
(collectively,the "Pre-Closing Expenses"), it is agreed by City and MDC that
(i) the City/MDC Purchase Agreement, after execution by such parties, shall
not be terminable by either the City or MDC for any reason other than the
Financing Condition(as defined herein), or a default by Respondent under
the MDC/Respondent Purchase Agreement beyond all applicable notice and
cure periods set forth therein; and(ii) Respondent shall be named as an
express and intended third-party beneficiary of the City/MDC Purchase
Agreement, such that if the City fails to close the transaction contemplated
by the City/MDC Purchase Agreement, Respondent shall be permitted to
either seek the remedy of specific performance to ensure that both the City
and MDC perform their respective obligations under the City/MDC Purchase
Agreement or Respondent shall be permitted to seek damages against the
City equal to Respondent's Pre-Closing Expenses. The MDC/Respondent
MEMORANDUM OF AGREEMENT 2022 RFP CIVIC BLOCK PROJECT PAGE 5 OF 8
42358753.10
Page 59
Item#6.
Purchase Agreement shall also permit Respondent the remedy of specific
perforniance to ensure that the MDC performs its obligations under the
MDC/Respondent Purchase Agreement and to recover its Pre-Closing
Expenses from MDC in the event of a default by MDC under either the
MDC/Respondent Purchase Agreement or the City/MDC Purchase
Agreement.
• The MDC/Respondent Purchase Agreement shall contain the following
contingencies benefiting Respondent: (a) all site conditions, including
without limitation, soils, geotechnical and environmental conditions shall be
acceptable to Respondent; (b)all matters of title and survey shall be
acceptable to Respondent; (c) Respondent shall have determined that the
Project is economically feasible in Respondent's sole discretion, including
without limitation the costs associated with the relocation of the Hunter
Lateral and Respondent's ability to recover such costs under the OPA; (d)
Respondent shall have received such approvals as are deemed by Respondent
as necessary for the development and construction of the Project; (e)
Respondent shall have obtained financing commitments and such other
incentives as are deemed necessary for the Project by Respondent, all of
which shall be on terms and conditions that are acceptable to Respondent;
and (f) MDC shall have acquired the City property from the City pursuant to
the terms of the City/MDC Purchase Agreement. Other than the
Respondent's costs and expenses incurred in connection with the potential
relocation of the Hunter Lateral, which shall include without limitation the
cost of all investigations, feasibility studies,plans,applications and approvals
procured or prepared by Respondent in connection with such relocation (the
"Lateral Relocation Expenses"),which shall be reimbursed by the City as
provided in this MOA, if the Respondent decides not to proceed with the
Project based upon the foregoing contingencies, then the Respondent shall
bear all of its costs,expenses and fees related to the Project and MDC shall
have no obligation to reimburse Respondent in any manner. The
Respondent/MDC Purchase Agreement shall also provide that if Respondent
waives all contingencies and thereafter defaults in its obligation to purchase
the Property (after all applicable notice and cure periods as may be set forth
in the Respondent/MDC Purchase Agreement), then MDC may terminate the
Respondent/MDC Purchase Agreement and recover from Respondent all of
MDC's actual, out of pocket attorney fees associated with the transactions
contemplated hereunder.
• If the Definitive Agreements are entered into in accordance with the terms of
this Agreement and the Respondent thereafter incurs Lateral Relocation
Expenses but does not ultimately proceed with the Project for any reason
other than the Respondent's default under a Definitive Agreement(including
without limitation a failure of a contingency under the MDC/Respondent
Purchase Agreement or a failure to perform by the City or MDC under the
City/MDC Purchase Agreement or the MDC/Respondent Purchase
Agreement), then the City shall be responsible for, and hereby agrees to
reimburse the Respondent on demand for, all of the Lateral Relocation
Expenses incurred by Respondent. Following such reimbursement,
MEMORANDUM OF AGREEMENT 2022 RFP Civic BLOCK PROJECT PAGE 6 OF 8
42358753.10
Page 60
Item#6.
Respondent shall turn over to the City all plans, studies, applications and
other work product procured or prepared by Respondent in connection with
the Lateral Relocation Expenses. The City's obligation under this paragraph
shall be binding on the City and survive the execution of the Definitive
Agreements and any subsequent termination of the Definitive Agreements.
• The Purchase Price payable by Respondent for the entire Project property
(including both the City property and the MDC property) under the
MDC/Respondent Purchase Agreement shall be equal to the current fair
market value of the City property, as determined by a licensed,MAI real
estate appraiser reasonably acceptable to the City, MDC and Respondent.
Specifically, the appraiser shall take into account the current location of the
Hunter Lateral on the City property in determining the City property's fair
market value. After Closing, it will become necessary to relocate the Hunter
Lateral in order to develop and construct the Project. If Respondent proceeds
to closing under the MDC/Respondent Purchase Agreement, Respondent will
assume responsibility f'or relocation of the Hunter Lateral from design
through construction and acceptance of improvements by Nampa Meridian
Irrigation District and ACHD.Actual, audited costs are eligible for TIF
reimbursement with the details to set forth in the final OPA. MDC and the
City will continue current efforts to coordinate such relocation with relevant
entities prior to finalizing the Definitive Agreements.
• The MDC/Respondent Purchase Agreement shall also require, as the sole
condition to MDC's obligation to perform thereunder, that Respondent
provide to MDC,prior to closing, the following: (a) a financing commitment
from an established financial institution in order to demonstrate that
Respondent has the financial ability and viable plan to complete the Project
in a timely manner; and (b) copies of loan documentation between
Respondent and its lender that set forth an affirmative obligation for
Respondent to substantially complete the Project within a definitive
construction schedule (but in no event shall Respondent be required to share
its construction budget, operating proforma or other financial documentation)
(collectively, the "Financing Condition")
• The final Project must include funded, adequate parking. Any off-site
parking must be at a specified, approved, alternate location before the
Subject Property will be transferred for development. The Parties may
negotiate additional public parking.
• Respondent shall cover all Project design costs, up to and including without
limitation construction documents, f'or all buildings, site improvements,
parking, and required public infrastructure improvements.
• Audited, verified costs of reimbursable public improvements would be
eligible for tax increment financing("TIF") reimbursement, with the details
to be set forth in the final OPA.
• Project funding f'or reimbursable public improvements will be based on a TIF
perfbrnance-based reimbursement model. Reimbursement will be made
upon successful completion of the Project and reimbursable public
MEMORANDUM OF AGREEMENT 2022 RFP CIVIC BLOCK PROJECT PAGE 7 OF 8
42358753.10
Page 61
Item#6.
improvements and only from an agreed upon portion of the tax increment
dollars received by MDC from the subject property.
• Respondent agrees that its proposal will remain valid for sufficient time to
allow for entitlement approvals and execution of the Definitive Agreements.
• The OPA shall contain liquidated damages provisions whereby if Respondent
fails to construct the Project in accordance with the requirements of the OPA,
subject to force majeure and applicable notice and cure periods set forth
therein,MDC shall be permitted to recover from Respondent liquidated
damages for Respondent's failure to perform. The liquidated damages
recoverable by MDC shall be equal to $25,000/month ($835.00/day) for each
delay day as to key milestone dates for the commencement and completion of
the Project(which shall be more particularly set forth in the OPA); provided,
however,the cumulative liquidated damages payable by Respondent under
the OPA shall in no event exceed the Purchase Price paid by Respondent for
the Property. The OPA will provide that these liquidated damages are to be
waived by MDC in the event that Respondent has shown to MDC's
reasonable satisfaction that it has made good faith progress toward achieving
such key milestone dates for the commencement and completion of the
Project and/or if any such delays were for reasons beyond the reasonable
control of Respondent. In no event shall any type of liquidated damages
exceed the fair market value of the MDC property.
MEMORANDUM OF AGREEMENT 2022 RFP Ovic BLOCK PROJECT PAGE 8 OF 8
42358753.10
Page 62
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (this "Agreement"), is made and entered into effective as of
the 20th day of July, 2022 (the "Effective Date"), by and between Meridian Caddis, LLC, a Michigan
limited liability company(the"Purchaser"),and the Meridian Development Corporation,an urban renewal
agency organized under the laws of the State of Idaho("Seller"). Purchaser and Seller may also be referred
to individually and collectively as "Party"and"Parties"herein.
RECITALS:
WHEREAS, the City of Meridian and the Seller selected a proposal to redevelop portions of
downtown Meridian, commonly known as the Civic Block property (the "Project"), including
approximately one-point-two (1.2) acres located at 201, 223, 231 and 237 East Idaho Ave, and 226, 234,
and 242 East Broadway Ave,City of Meridian,State of Idaho,being more particularly described on Exhibit
A attached hereto and incorporated by reference herein, and which shall be further and more particularly
described by the Survey(defined herein) (the"Real Estate");
WHEREAS,the Seller has acquired a portion of the Real Estate from the City of Meridian pursuant
to that certain Real Estate Purchase Agreement between the City of Meridian and Seller relating to the Real
Estate (the"City/MDC Purchase Agreement"), and, independent from that certain acquisition under the
City/MDC Purchase Agreement, Seller owned, and continues to own, all additional portions of the Real
Estate described above;
WHEREAS, Seller desires to sell the Real Estate and all improvements, if any, located thereon to
Purchaser for the purposes in furtherance of the Project and Seller's mission to stimulate redevelopment
and expand the City of Meridian's downtown into a thriving area that provides opportunities in which to
live,work and play; and
WHEREAS, the Purchaser desires to purchase the Real Estate and all improvements, if any,
located thereon in furtherance of the Project.
NOW,THEREFORE,in consideration of the promises,covenants,representations and warranties
set forth in this Agreement, and for other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged,Purchaser and Seller agree as set forth below.
AGREEMENT:
IN CONSIDERATION of the mutual covenants and agreements herein contained and of the
benefits to be derived herefrom,receipt whereof is hereby acknowledged,Seller and Purchaser hereby agree
as follows:
1. Offer. Purchaser hereby offers and agrees to purchase the Real Estate, together with the
improvements thereon and all right,title,and interest of Seller in and to: (a)any land lying in or under any
body of water or the bed of any street or road, open or proposed, adjacent to such tract; (b) all easements
appurtenant to the foregoing tract; (c)all oil,gas,sulphur and other minerals(whether similar or dissimilar)
in, on, under and that may be produced from such tract; (d) all strips or gores, if any, between such tract
and adjoining properties; and(e) all other rights,privileges and appurtenances in any way related to or for
the benefit of the foregoing tract(collectively,the"Property").
42292168.4
2. Acceptance. Seller hereby accepts the said offer of the Purchaser. Such offer and
acceptance are subject to and in accordance with the terms and conditions hereinafter set forth.
3. Purchase Price. The purchase price for the Property is Three Hundred Thirty-Five
Thousand and 00/100 Dollars ($335,000) (the "Purchase Price"). The Purchase Price shall be paid as
follows:
A. Deposit. Within ten (10) business days after the Effective Date, Purchaser shall
deposit in escrow with First American Title and Escrow Company,whose address is 2150 S. Bonito Way,
Suite 100, Meridian, ID 83642, Attn: Ruth Rubel ("Escrow Agent"), an earnest money deposit in the
amount of Thirty Thousand and 00/100 Dollars ($30,000.00) (the "Deposit"), which shall become non-
refundable if Purchaser fails to terminate this Agreement prior to the expiration of the Due Diligence Period
in accordance with Section 7.B(iii) hereof. The Deposit shall be invested by Escrow Agent in an interest
bearing account as Purchaser shall direct,so long as it is deposited in an account of a federally insured bank
or savings and loan association. All interest accruing on the Deposit shall be paid to Purchaser. If the sale
of the Property is consummated pursuant to the terms of this Agreement,the Deposit shall be paid to Seller
and applied to the payment of the Purchase Price,or it shall be returned to Purchaser,at Purchaser's election.
B. Balance. The balance of the Purchase Price or the Purchase Price, as applicable,
shall be paid,plus or minus closing prorations and adjustments as contemplated herein, in wire transferred
funds to Seller at Closing(as defined herein).
4. Evidence of Title.
A. Title Commitment. As evidence of title, Seller shall obtain and provide to
Purchaser within ten(10)days of the Effective Date,a Commitment for an ALTA Standard Owner's policy
of title insurance for the Property in the amount of the total Purchase Price (the "Commitment"), which
Commitment shall be issued by Escrow Agent with First American Title Insurance Company as the
underwriter under the policy to be issued("Title Company"),the same to bear an effective date later than
the date hereof,wherein the Title Company shall agree to insure the title in the condition required hereunder
and as marketable title subject only to those encumbrances to which Purchaser has not objected or if
objected to which Purchaser has waived in writing. Seller shall, at the time of Closing, cause the Title
Company to issue to Purchaser an owner's policy of title insurance pursuant to said Commitment(the"Title
Policy"). The Title Policy shall include a tax parcel endorsement insuring that the Property is its own
separate tax parcel(s)and such other endorsements as Purchaser may request. The cost of the Commitment
and Title Policy excluding all endorsements thereto shall be paid for by Seller. The cost of the
aforementioned endorsements required by the Purchaser shall be paid by the Purchaser. The Title Policy
to be issued to Purchaser at Closing shall be free of all mechanic's lien exceptions, and Seller shall be
responsible for taking such actions as may be required including,without limitation,providing an indemnity
to the Title Company to insure that the Title Policy is issued without any mechanic's lien exceptions.
B. Survey. Purchaser may obtain a current ALTA land title survey of the Real Estate
(the "Updated Survey"), at Purchaser's sole expense. If the Survey or Updated Survey disclose any
deviation in the legal description for the Property with what is shown by the Commitment,the Commitment
shall be revised to include the surveyed description of the Property as an additional insured parcel and such
surveyed description shall be included, along with the historical description, in the warranty deed to be
delivered to Purchaser at Closing.
C. Objections. Purchaser shall give Seller written notice on or before the expiration
of the Due Diligence Period (as defined herein), of any condition of title as set forth in the Commitment
and/or matters disclosed by the Survey or Updated Survey that is not satisfactory to Purchaser in Purchaser's
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sole discretion (the "Title Review Period"). Any title exceptions which are set forth in the Commitment
and/or matters disclosed by the Survey or Updated Survey to which Purchaser does not object within the
Title Review Period shall be deemed to be permitted exceptions to the status of Seller's title(the"Permitted
Exceptions"). With regard to items to which Purchaser does object("Objections")within the Title Review
Period, Seller shall provide Purchaser with notice of Seller's election to either cure or not cure the
Objections within ten (10) days after the receipt of Purchaser's Objections (the "Seller's Response
Period"). If Seller fails to provide a written response electing to cure or not cure any of Purchaser's
Objections prior to the expiration of the Seller's Response Period, Seller shall be deemed to have elected
to cure all such Objections. As to any Objections that Seller elects to cure or is deemed to have elected to
cure, Seller shall use its best efforts to cure the Objections on or before the Closing Date(as defined herein).
In the event that Seller elects not to cure some or all Objections, then Purchaser may either(i) cancel this
Agreement and recover the Deposit; or(ii)proceed to close this sale subject to such Objections which will
be deemed waived by Purchaser and considered Permitted Exceptions. In the event that Seller elects or
is deemed to have elected to cure any Objections but Seller fails or is unable to cure any such objections
on or before the Closing Date, then Purchaser may, in its sole and absolute discretion elect to: (i)
terminate this Agreement and recover the Deposit and any expenses permitted under Section 16.13 of this
Agreement; (ii)waive such Objections and proceed to Closing; or(iii)cure such Objections on its own
accord in which case any amounts expended therefor shall be credited against the Purchase Price
payable by Purchaser. Notwithstanding the foregoing, Seller shall cure or satisfy all objections which are
liens, judgments and assessments on the Property and remove from the public records any mortgage,
security interest or other monetary encumbrance affecting or encumbering the Property and which can be
satisfied by monetary payment otherwise at or prior to Closing, and failing the same, Purchaser shall be
entitled to pay for and release such items and any amounts expended therefor shall be credited against the
Purchase Price. In addition, with respect to any exception(s) first appearing on the Commitment and/or
Survey or any update thereto after the effective date of the Commitment and/or Survey delivered to
Purchaser pursuant to this Section, such as additional exception(s), shall not be deemed to be a"Permitted
Exception"hereunder unless and until Purchaser has reviewed same and approved same in writing. Seller
shall remove all encumbrances that are placed on the Property by Seller after the Effective Date.
5. Possession. Exclusive possession of the Property shall be delivered to Purchaser at the
time of Closing.
6. Representations,Warranties and Covenants.
A. Seller: Seller represents and warrants unto Purchaser, as of the date hereof and as of the
date of Closing, as follows:
(i) If the purchase and sale of the portion of the Property owned by the City
transfers that city owned portion of the Property to Seller,then Seller, as to its portion of the Property, has
and,as to the entire Property,will convey good and indefeasible market title to the Property,free and clear
of any liens or encumbrances except for the Permitted Exceptions. Seller has full right, power and
authority to enter into this Agreement and to consummate the sale contemplated hereby without the joinder
of any other person,and the party(ies)signing on behalf of Seller has been duly authorized to sign on behalf
of Seller. The execution of this Agreement has been duly authorized and no other action, consent, or
approval of Seller or any other person or entity is necessary. This Agreement has been duly executed and
delivered by Seller, and this Agreement is a valid and binding obligation of Seller,enforceable against it in
accordance with its terms.
(ii) To the best of Seller's knowledge,Seller has not received notice of claims,
lawsuits,condemnation proceedings,administrative proceedings or environmental investigations which are
3
either pending or threatened affecting the Property or Seller's ability to convey the same and has not
received any notices of special assessments, charges or other obligations affecting the Property.
(iii) Except as disclosed to Purchaser in writing or acknowledged herein,
there are no parties in possession of any portion of the Property as lessees, licensees or tenants at
sufferance and there are no other occupancy agreements or other contracts,written or oral, express or
implied,with respect to the Property. Seller and Purchaser acknowledge that a portion of the Real Estate,
including improvements, is currently used by the City of Meridian in the ordinary course of its business,
and that such use will continue until Closing and shall not constitute a breach of this section nor any other
provision of this Agreement. Buyer agrees that if it will not be commencing construction on the portion
of the Property containing the community center within thirty(30)days after Closing then immediately
after Closing it will enter into a standard month to month lease with the City of Meridian for said property
which includes a thirty(30)day termination clause. This lease is to enable the City to continue its normal
use of the portion of the Property containing the community center until Buyer needs to occupy and
commence construction work on that portion of the Property.
(iv) Seller is not a "foreign person" as defined in §1445(f)(3) of the Internal
Revenue Code; Seller shall so certify at Closing.
(v) To the best of Seller's knowledge, there are no pending or threatened
violations of any applicable laws, ordinances, regulations, statutes, rules and restrictions pertaining to or
affecting the Property.
(vi) To the best of Seller's knowledge, there is no hazardous material,
substance or waste, whether liquid, solid, gaseous or otherwise, located in, upon, under or adjacent to the
Property or any ground or surface waters or water courses thereon or thereunder, and the Property and any
adjacent properties are not now nor were they previously used for storage, disposal, manufacture,
generation,whether as a by-product or otherwise, of any hazardous or toxic substance;
(vii) Seller has full power and authority to enter into this Agreement and
complete the Transaction.
(viii) Upon Seller's execution of this Agreement,this Agreement will be
binding and enforceable against Seller in accordance with its terms, and upon Seller's execution of the
additional documents contemplated by this Agreement,they will be binding and enforceable against
Seller in accordance with their terms.
B. Purchaser: Purchaser represents and warrants unto Seller,as of the date hereof
and as of the date of Closing, as follows:
(i) Purchaser has full power and authority to enter into this Agreement and
complete the Transaction.
(ii) Upon Purchaser's execution of this Agreement,this Agreement will be
binding and enforceable against Purchaser in accordance with its terms, and upon Purchaser's execution
of the additional documents contemplated by this Agreement,they will be binding and enforceable
against Purchaser in accordance with their terms.
4
(iii) Purchaser has been or will be permitted access to the Real Estate and will
have actually inspected the Property prior to Closing. Purchaser's consummation of the purchase and sale
of the Real Estate is based upon such inspection and not on any representations or warranties of Seller
other than those contained in this Agreement or other written documents entered into with the Seller and
Purchaser as parties or contemplated by and described in this Agreement.
(iv) Other than those contained in this Agreement, other written documents
entered into with the Seller and Purchaser as parties or contemplated by and described in this Agreement,
Purchaser hereby acknowledges that neither Seller nor any person acting on behalf of Seller has made any
oral representation,warranty, guaranty or promise concerning the Real Estate.
C. Mutual:
(i) Seller and Purchaser warrant, each to the other,that they have not dealt
with any broker,realtor or finder in connection with the purchase and sale of the Real Estate.
If at any time either Party determines that any of the representations and warranties set forth above
are incorrect or untrue or in the event that a Party fails to perform any of the covenants contained in this
Agreement, then, in such event, and notwithstanding anything contained herein to the contrary, the
compliant non-defaulting Party shall have the right to terminate this Agreement upon written notice and
opportunity to cure to the defaulting Party under Section 16. If the defaulting Party is the Seller, then the
Deposit shall be returned to Purchaser in addition to any other rights or remedies available to the Parties. If
the defaulting Party is the Purchaser,then the Seller shall retain the Deposit. These rights are not exclusive
but are in addition to any other rights and remedies available to the Parties as provided in this Agreement.
Further,each of Parties representations and warranties contained in this Section 6 shall be true and correct
upon the execution of this Agreement and shall be deemed to be remade on and as of the Closing Date.
7. Conditions Precedent to Obligations of Purchaser. The obligation of Purchaser to close on
the transaction contemplated herein shall be conditioned upon each of the following conditions precedent:
A. Title and Survey. Satisfaction of the title and survey conditions of Section 4 hereof
including,without limitation,Purchaser's receipt and approval of the Updated Survey.
B. Due Diligence.
(i) Purchaser is satisfied with the condition of the Property on or before the
expiration of the Due Diligence Period as defined below. Purchaser and its agents shall have a period
commencing on the Effective Date and expiring at 5:00 p.m. Eastern Time one hundred eighty(180) days
following the Effective Date(the"Initial Due Diligence Period")in which to inspect the Property and all
aspects pertaining to the Property and Purchaser's proposed construction thereon of the Project,review the
Due Diligence Information(as herein defined) and the Commitment,procure various municipal approvals,
and otherwise conduct the Inspections (as herein defined) contemplated in this Agreement and satisfying
the other conditions set forth in this Section 7. Access to the Property shall be freely granted to Purchaser
and/or Purchaser's agents, representatives, employees, and independent contractors at all times to conduct
such studies and inspections. Such inspections shall be paid for by the Purchaser and shall be scheduled in
cooperation with Seller so as to avoid any unreasonable interference with Seller's operations on the Real
Estate. Without limiting the generality of the foregoing, Purchaser's inspections (the "Inspections") may
include,but shall not be limited to:
(a) confirming that sanitary sewer service of adequate capacity and
depth by gravity flow is located contiguous to the Property and that all necessary licenses and permits will
5
be available or, if not contiguous, can be made available to the Property under terms and conditions
acceptable to Purchaser;
(b) confirming that a water main of adequate size, pressure and
capacity to serve the proposed development is located contiguous to the Property and that permission will
be granted by appropriate authorities to connect to and use the same, or if a water main is not contiguous,
one can be made available on terms and conditions acceptable to Purchaser;
(c) confirming that electric, gas and communications technologies
with adequate capacities are located contiguous to the Property and available to Purchaser, or if not
available or contiguous, such utilities can be made available to the Property on terms and conditions
acceptable to Purchaser;
(d) confirming that the soil and ground water conditions of the
Property are acceptable to Purchaser;
(e) confirming that the environmental condition of the Property is
acceptable to Purchaser, including but not limited to a Phase I and Phase 11 environmental study and a
wetland delineation study;
(f) confirming that the Property shall have full,free and uninterrupted
access to and from all streets and rights of way adjacent to the Property;
(g) confirming that the market conditions will allow for an
economically viable development on the Property and,in all other respects,the development of the Property
will be feasible as determined by Purchaser, including without limitation the relocation of the Hunter
Lateral; and
(h) obtaining all necessary governmental, quasi-governmental and
third party final approvals needed to develop the Property and permit the use of the Property for the
Project, including, by way of example and not limitation, a special use permit, all necessary plat
approvals, site plan approvals, subdivision mapping, platting, vacations, dedications, zoning and
rezoning, parking, surface water management permits, drainage permits, demolition permits, building
permits, and any and all other permits, consents and final approvals and authorizations necessary to
develop, construct and utilize the Property for the Project(collectively, "Approvals"). All Approvals
shall be final, with all time for further appeal being expired, with no appeal being then pending, no
appeal instituted and no petition filed. Seller hereby authorizes Purchaser to begin proper proceedings
to obtain any necessary change of the existing zoning classification and to secure all such other
Approvals as Purchaser deems necessary or appropriate to permit Purchaser's intended use.
(ii) The Due Diligence Period shall automatically extend for three(3)periods
of sixty (60) days each (each, an "Extension Option" and collectively, the "Extension Options") at the
end of the then-current Due Diligence Period, unless the Purchaser delivers written notice to Seller on or
before the expiration of the then-current Due Diligence Period that the current Due Diligence Period shall
not be extended in which case the Due Diligence Period shall not be extended. The "Due Diligence
Period",as used herein, shall mean the Initial Due Diligence Period as it may be extended by one or more
Extension Options.
(iii) Termination during the Due Diligence Period. If Purchaser is not satisfied
in its sole and exclusive discretion with the results of the Inspections, or for any reason whatsoever, or if
Purchaser has not obtained the Approvals prior to the expiration of the Due Diligence Period on terms and
6
conditions acceptable to Purchaser in its sole and exclusive discretion, then Purchaser may rescind this
transaction and terminate this Agreement by mailing written notice to Seller at any time on or prior to the
expiration date of the Due Diligence Period and shall thereupon receive a refund of the Deposit and be
relieved of any and all liability hereunder. Purchaser shall have no obligation to notify Seller of any reasons
for such rescission. Purchaser and Seller hereby acknowledge that,pursuant to that certain Memorandum
of Agreement between Purchaser, Seller and the City of Meridian, dated April 12, 2022, the City of
Meridian has agreed to reimburse Purchaser for all of the Lateral Relocation Expenses incurred by
Purchaser under certain circumstances as more specifically set forth therein. If the Agreement is terminated
by Purchaser and the Deposit returned to Purchaser pursuant to this Subsection(iii).then both parties shall
be relieved of any and all obligations and liabilities hereunder under this Agreement except Purchaser shall
be entitled to payment of Pre-Closing Expenses including Lateral Relocation Expenses as described in
Section 16 which requirement survives the termination of this Agreement, and/or other obligations and
liabilities in the Agreement to survive termination.
(iv) Due Diligence Information. Within ten(10) days following the Effective
Date, Seller shall provide Purchaser with copies of each of the due diligence materials identified on Exhibit
"B" attached hereto if they are in Seller's possession or control. In the event Purchaser exercises its right
to terminate this Agreement under Section 7.13(iii) above, upon Seller's request, Purchaser shall return to
Seller copies of any due diligence materials provided to Purchaser by Seller.
C. Material Adverse Changes. There shall be no material changes in the physical or
economic condition of the Property from the date hereof to the date of Closing.
D. Representations and Warranties. All of Seller's representations, warranties and
agreements contained herein shall be true and correct as of the date hereof and on the date of Closing,which
Seller shall certify to at Closing, and Seller shall not have, on the date of Closing, failed to meet, comply
with, or perform, any condition or agreement on its part to be performed under the terms and conditions
contained herein.
E. Closing Deliveries. Purchaser shall have received drafts of all of Seller's Closing
deliveries not later than five(5)days prior to the scheduled Closing Date.
F. Incentives. During the Due Diligence Period Purchaser intends to secure
commitments for such public infrastructure and/or urban renewal district incentives from the City of
Meridian, the County of Ada, the State of Idaho, and/or all other governmental or quasi-governmental
entities having jurisdiction(collectively,the"Incentives")as Purchaser deems necessary or appropriate to
support its construction and development of the Project. If Purchaser is unable to obtain commitments for
Incentives on terms and conditions that are acceptable to Purchaser during the Due Diligence Period, then
Purchaser may, but will not be obligated to, terminate this Agreement by giving written notice thereof to
Seller prior to the expiration of the Due Diligence Period,and if so terminated,the Deposit shall be promptly
delivered to Purchaser, and Purchaser and Seller shall have no further obligations or liabilities hereunder
except for those that expressly survive the termination of this Agreement.
G. MDC's Ownership of Real Estate. Seller has acquired the Real Estate from the
City pursuant to the terms of the City/MDC Purchase Agreement and holds title to the Property in
accordance with Section 6.A above.
H. Owner Participation Agreement. At or prior to the Closing Date, Purchaser and
Seller shall have entered into an Owner Participation Agreement governing, among other things,
Purchaser's obligation to construct certain public improvements as a part of the Project,together with terms
for the reimbursement of Purchaser for certain reimbursable costs associated with the construction of such
7
public improvements(the"OPA"). If Purchaser and Seller are unable to mutually agree on the OPA prior
to the Closing Date after exercising good faith and commercially reasonable efforts,then either Party may,
but will not be obligated to, terminate this Agreement by giving written notice thereof to the other Party
prior to the Closing Date, and if so terminated, the Deposit shall be promptly delivered to Purchaser, and
Purchaser and Seller shall have no further obligations or liabilities hereunder except for those that expressly
survive the termination of this Agreement.
I. Financing. Purchaser has obtained financing on terms satisfactory to Purchaser in
its sole discretion and which meets Seller's Financing Condition described below.
8. Condition Precedent to Obligations of Seller. The obligation of Seller to close on the
transaction contemplated herein shall be conditioned upon the following condition precedent:
A. As the sole condition to Seller's obligation to perform hereunder, Purchaser shall
provide to Seller,prior to closing,the following: (i) a financing commitment from an established financial
institution in order to demonstrate that Purchaser has the financial ability and viable plan to complete the
Project in a timely manner; and(ii) copies of loan documentation between Purchaser and its lender that set
forth an affirmative obligation for Purchaser to substantially complete the Project within a definitive
construction schedule(but in no event shall Purchaser be required to share its construction budget,operating
proforma or other financial documentation)(collectively,the"Financing Condition").
9. Closing. Purchaser and Seller shall close this transaction(the "Closing") on the date (the
"Closing Date") which is forty-five (45) days following the expiration of the Due Diligence Period(as it
may be extended hereunder) or on such earlier date as may be mutually agreeable to Purchaser and Seller.
In the event that as of such Closing Date, all conditions precedent applicable until Closing have not been
satisfied,then Purchaser shall have the right to notify Seller that it is terminating this Agreement, in which
event the Deposit shall be returned to Purchaser in full termination of this Agreement, except with respect
to those provisions which expressly survive the termination hereof. Closing shall take place via escrow or
at the office of the Title Company or such other place as the parties may mutually agree.
10. Seller's Obligations at Closing. At or prior to the Closing, the following documents
relating to the Property,in form and substance satisfactory to Purchaser,shall be executed and delivered by
Seller to the Title Company:
A. A warranty deed (the "Deed") executed by Seller conveying the Property to
Purchaser subject to no exceptions other than the Permitted Exceptions.
B. An affidavit of Seller certifying that Seller is not a"foreign person,"as defined in
the federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as
amended.
C. If elected and paid for by Purchaser as applicable,an owner's affidavit as required
by the Title Company to remove or insure over the standard exceptions to the Title Policy as well as any
"gap coverage".
D. A closing statement and all other documents and instruments that either Seller's or
Purchaser's attorney or the Title Company may reasonably require to properly consummate the transaction
contemplated by this Agreement.
11. Purchaser's Obligation at Closing. At Closing, Purchaser shall deliver to Title Company
the following:
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A. The Purchase Price by cash, cashier's or bank check or wire transfer of
immediately available funds.
B. A closing statement and all other documents and instruments that either Seller's or
Purchaser's attorney or the Title Company may reasonably require to properly consummate the transaction
contemplated by this Agreement.
12. Closing Adjustments. The following shall be apportioned against sums due Seller at
Closing:
A. All real and personal property taxes and special assessments of whatever nature
and kind which have become due and payable or are delinquent as of the date of Closing shall be paid and
discharged by Seller. All taxes for periods prior to Closing shall be prorated at Closing.
B. Seller shall pay for the Title Company's fees and the premium for the ALTA
Standard Title Policy in the amount of the Purchase Price. Any other costs and fees for extended or other
coverages or endorsements are to be paid by Purchaser.
C. Purchaser and Seller shall split, on a fifty/fifty (50150) basis, any escrow
fees/closing fees charged by the Escrow Agent.
D. Each party shall pay their own respective attorneys' fees.
13. Duration of Offer. This offer may be revoked by Purchaser at any time prior to acceptance
hereof by Seller.
14. Condemnation. In the event that notice of any action, suit or proceeding shall be given
prior to the Closing Date for the purpose of condemning any part of the Property,then Purchaser shall have
the right to terminate its obligations hereunder within fifteen (15) days after receiving notice of such
condemnation proceeding, and upon such termination, the Deposit shall be refunded to Purchaser in full
termination of this Agreement, and the proceeds resulting from such condemnation shall be paid to Seller.
In the event Purchaser shall not elect to terminate its obligations hereunder and proceeds to Closing, then
the proceeds of such condemnation shall be assigned and belong to Purchaser at Closing.
15. Cooperation. The Parties will cooperate regarding the Purchaser's development of the
Property in conformance with the MOA and OPA and Seller hereby consents to and authorizes Purchaser
to obtain all such conforming development items from all applicable governmental bodies in order to
develop the Property as provided in the OPA and MOA. Upon request by Purchaser, Seller shall execute
such consents as may be necessary to develop the Real Estate in accordance with the OPA and MOA as
soon as reasonably practicable following said request.
16. Default and Remedies.
A. Purchaser's Default; Seller's Remedy. If Purchaser fails to terminate this
Agreement as permitted herein and thereafter fails to close on the purchase of the Property, or in the event
any representation or warranty made by Purchaser pursuant to this Agreement is materially untrue when
made and provided that the Seller is not otherwise in material default of this Agreement,after written notice
to Purchaser and thirty (30) days for Purchaser to cure and Purchaser fails to cure, then Seller shall be
entitled to, as liquidated damages and Seller's sole and exclusive remedy: the greater of(i)the full amount
of the Deposit; or(ii) an amount equal to all of MDC's actual, out of pocket attorney fees associated with
the transaction contemplated under this Agreement and the City/MDC Purchase Agreement. Upon payment
9
to Seller of such amount,this Agreement and all rights and obligations of the parties shall terminate. The
parties agree that it would be impracticable and extremely difficult to ascertain the actual damages suffered
by Seller as a result of Purchaser's failure to complete the purchase of the Property and that under the
circumstances existing as of the date of this Agreement,the liquidated damages provided for in this Section
represents a reasonable estimate of the damages which Seller will incur as a result of such failure. The
parties acknowledge that the payment of such liquidated damages is not intended as a forfeiture or penalty
but is intended to constitute liquidated damages to Seller.
B. Seller's Default;Purchaser's Remedies. In the event Seller fails to timely perform
any material act under this Agreement or the City/MDC Purchase Agreement, or provide any material
document or information required to be provided by Seller under this Agreement, or in the event any
representation or warranty made by Seller pursuant to this Agreement is untrue when made, then after
written notice to Seller and thirty (30) days to cure and Seller fails to cure, Purchaser shall be entitled to
either(i)terminate this Agreement, demand a refund of the Deposit and seek Purchaser's actual damages,
including but not limited to Pre-Closing Expenses from Seller except for the Lateral Relocation Expenses
(which are to be reimbursed by the City and not Seller);or(ii)seek specific performance of this Agreement
and the City/MDC Purchase Agreement,and seek Purchaser's actual damages,including but not limited to
Pre-Closing Expenses except for the Lateral Relocation Expenses(which are to be reimbursed by the City
and not the Seller). For the avoidance of doubt but subject to the terms of this Agreement,the terms"Pre-
Closing Expenses" and"Lateral Relocation Expenses" shall have the meanings ascribed to them in the
Memorandum of Agreement between Purchaser, Seller and the City of Meridian, dated April 12,2022.
C. Attorneys' Fees. The prevailing party in any legal proceeding brought under or
with relation to this Agreement or transaction shall be entitled to recover court costs,reasonable attorneys'
fees and all other litigation expenses from the non-prevailing party.
17. Covenants.
A. Seller's Covenants. During the term of this Agreement, Seller warrants and
covenants that it shall not,without Purchaser's written consent not to be unreasonably withheld: (i) grant,
convey or enter into, any easement, lease, license or other legal or beneficial interest in or to the Property;
or (ii) enter into any contract, service contract, option agreement to transfer, convey or encumber the
Property or any portion thereof, or(iii) exercise any right to terminate, other than for Purchaser's default
under Section 16A., amend, modify, or waive any of Seller's rights under the City/MDC Purchase
Agreement, without Purchaser's prior written consent. Seller further warrants that, upon receipt of any
knowledge or notice of any threatened or pending(a)condemnation; (b)action in lieu of condemnation; (c)
zoning change; (d) assessment; (e) lien; (f) claim; (g) encumbrance; or(h) similar matter that may affect
the Property, its operation, or development, Seller shall promptly notify Purchaser thereof. After the
Effective Date and until the earlier of the termination of this Agreement or the Closing,Seller shall continue
to operate and maintain the Property in the same manner as prior to the Effective Date. After the Effective
Date and until the earlier of the termination of this Agreement or the Closing, Seller shall suspend all
activities utilized by Seller to market the Property for sale other than in connection with the transaction
contemplated by this Agreement and shall not enter into any agreement with any other person or entity for
the sale or lease of the Property.
B. Purchaser's Covenants. During the term of this Agreement, Purchaser warrants
and covenants that it shall not, without Seller's written consent not to be unreasonably withheld grant,
convey or enter into an agreement to transfer or assign any of its rights and/or obligations under the MOA,
or OPA; except that Purchaser shall be permitted to assign or transfer any of its rights and/or obligations
under the MOA or OPA, in whole or in part,without Seller's consent, to an entity in which Purchaser
or any of its principals are an owner or manager.
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C. Mutual Covenant. Purchaser and Seller agree that the Property is to be transferred
to Purchaser for development purposes as outlined in the OPA. The Parties further covenant that the OPA
will include certain rights of reverter,allowing the Seller to repurchase and retake possession of the Property
if Purchaser fails to meet certain obligations, conditions or milestones under the OPA. The repurchase of
the Property shall be consummated through the Escrow Agent, at a time determined by Seller no later than
ninety (90) days after the delivery of Seller's notice that it intends to exercise its repurchase rights. The
repurchase price shall be the original Three Hundred Thirty-Five Thousand and 00/100 Dollars($335,000)
and shall be payable in cash or other immediately available funds. Title to the Property shall be conveyed
by warranty deed, and any mortgage or monetary liens, including any potential mechanics liens or other
liens outstanding on the Property shall be discharged by Purchaser prior to closing under this Seller's
repurchase provision. Taxes shall be prorated prior to closing. Escrow and Closing fees will be split
equally between Buyer and Seller.
18. Broker. Seller and Purchaser do hereby certify, represent and warrant, each to the other,
that they have not engaged, enlisted, employed or otherwise made use of any other real estate broker or
sales person in connection with this sale. To the extent permitted by Idaho Law,Purchaser and Seller shall
indemnify, defend and hold each other and their respective successors and assigns, harmless with respect
to any claim of any real estate broker or sales person claiming a commission and/or damages through or
under the indemnifying party in connection with this transaction, including,without limitation,reasonable
attorneys' fees, court costs and legal expenses.
19. Governing Law. The validity, enforceability, interpretation of this Agreement shall be
construed under and in accordance with the laws of the State of Idaho.
20. Bindin Effect.ffect. This Agreement shall bind the parties hereto, their respective heirs and
assigns. Purchaser may freely assign its interest hereunder.
21. Notices. Any notices, demands or requests required or permitted to be given hereunder
must be in writing and shall be deemed to be given (i) when hand delivered; or (ii) one (1) business day
after delivery to FedEx or similar overnight service for next business day delivery;or(iii)three(3)business
days after deposit in the U.S. mail first class postage prepaid; or(iv)when sent by facsimile or electronic
(pdf) transmission during normal business hours (i.e., 8:00 a.m. to 6:00 p.m., Monday through Friday), if
such transmission is immediately followed by any of the other methods for giving notice. In all cases
notices shall be addressed to the parties at their respective addresses as follows:
If to Seller: With a Copes
Meridian Development Corporation Todd Lakey
Ashley Squyres Borton-Lakey Law
104 E. Fairview Ave. #239 141 E. Carlton Ave.
Meridian, ID 83642 Meridian,ID 83642
Telephone: 208-477-1632 Telephone: 208-908-4415
Fax: Fax:208-493-4610
E-Mail: meridiandevelopmentcorp.com E-mail: todd@borton-lakey.com
If to Purchaser: With a Copy to:
River Caddis Development,LLC Honigman LLP
1038 Trowbridge Road 650 Trade Center Way, Suite 200
East Lansing,Michigan 48823 Kalamazoo,Michigan 49002
Attn: Kevin McGraw Attn: Steven J. Rypma
11
Telephone: (517) 703-2132 Telephone: (269)337-7842
E-Mail: kmgraw@rivercaddis.com Fax: (269) 337-7843
E-mail: srypma@honigman.com
22. Recording of Memorandum. Purchaser may record a memorandum or affidavit of interest
setting forth the existence of this Agreement with the Ada County Recorder's Office or such other office
where such document would be recorded.
23. Time for Performance. In the event the last date for performance of any obligation or for
giving any notice hereunder falls on a Saturday, Sunday or legal holiday of the state wherein the Real Estate
is located, then the time of such period shall be extended to the next day which is not a Saturday, Sunday
or legal holiday in such state. Time shall be of the essence for purposes of this transaction.
24. Entire Agreement. This Agreement embodies the entire agreement between the parties
relative to the subject matter of this Agreement, and there are no oral or written agreements between the
parties or any representations made by either party relative to the subject matter of this Agreement which
are not expressly set forth herein. This Agreement may be amended only by a written instrument executed
by the parties hereto.
25. Headings. The captions and headings used in this Agreement are for convenience only and
do not in any way limit, amplify, or otherwise modify the provisions of this Agreement.
26. Assignment. The Parties may assign any and/or all of its rights and obligations under this
Agreement to any person or entity only upon mutual written agreement of the parties, which agreement
shall not be unreasonably withheld, except that Purchaser may assign this Agreement, without Seller's
consent to an entity in which Purchaser or any of its principals are an owner or manager. Following such
assignment and Seller's receipt of written acceptance of said assignment,Purchaser shall be forever released
and discharged from any and all obligations under this Agreement and Purchaser's assignee shall be entitled
and subject to all rights and obligations set forth in this Agreement. This Agreement is binding upon and
inures to the benefit of the Parties to this Agreement and their respective permitted successors and assigns.
27. Severability. If any term or provision of this Agreement shall,to any extent,be held invalid
or unenforceable,the remaining terms and provisions of this Agreement shall not be affected thereby, but
each remaining term and provision shall be valid and enforced to the fullest extent permitted by law.
28. Counterparts. This Agreement may be executed in one or more counterpart copies, all of
which together shall constitute and be deemed an original,but all of which together shall constitute one and
the same instrument binding on all parties. This Agreement may be executed in telecopy (faxed) copies
and electronic(e-mail)copies and facsimile and electronic signatures shall be binding upon the parties.
29. No Third-Party Beneficiary.No term or provision of this Agreement or the exhibits to this
Agreement are intended to be, nor may any term or provision be construed to be, for the benefit of any
person, firm, corporation or other entity not a party to this Agreement (including, without limitation, any
broker), and no other person, firm, corporation or entity has any right or cause of action under this
Agreement.
30. Waiver. The waiver by any Party to this Agreement of any right granted to it under this
Agreement is not a waiver of any other right granted under this Agreement,nor may any waiver be deemed
to be a waiver of a subsequent right obtained by reason of the continuation of any matter previously waived.
12
[Remainder of page intentionally left blank; signature page follows.]
13
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IN WITNESS WHEREOF,Purchaser has executed this Agreement on the date signed by Purchaser
shown below and Seller has accepted same on the last date signed by Seller shown below.
PURCHASER:
Meridia Cadd' , LLC
By: M
Name: Kevin T.McGraw
Its: President
Date signed by Purchaser. .July 20 2022
SELLER:
By:
Name:T AV e IN 1ry"Q CW-
Its: U W'l lZIlN A-H
Date signed by Seller: �'J ,2022
EXHIBITS:
Exhibit"A" Legal Description of Real Property
Exhibit"B" Property Information
14
EXHIBIT A
LEGAL DESCRIPTION OF THE REAL PROPERTY
[to be attached]
Owner:City of Meridian '
Address: 201 E.Idaho
Parcel: R5672000856eAiA
Size:0.33 acres -
Address: 223 E.Idaho
Parcel: R7596000080
Size:0.16 acres "
Address: 231 E. Idaho
Parcel: R7596000075 _
Size:0.08 acres
Address: 237 E. Idaho
Parcel: R7596000065
Size:0.16 acres
i
— s
-
1
Owner:Meridian Development Corporation
Address: 226 E.Broadway
Parcel: R7596000092 '
Size:0.54 acres
r _ s t�'c3lPCPT C
oft
15
EXHIBIT B
PROPERTY INFORMATION
Seller shall make reasonable efforts to obtain the below documents from the City in its purchase of the
Property, and to determine whether it is otherwise in possession of documents identified in this Exhibit B.
1. Copies of all reciprocal easement agreements, operating easement agreements, declarations and
party wall agreements, and all other covenants and restrictions encumbering the Property which
are,to Seller's knowledge, in the possession of Seller.
2. Copies of existing title polices with all exception documents which are, to Seller's knowledge, in
the possession of Seller.
3. Copies of existing surveys, including the most current ALTA survey which are, to Seller's
knowledge, in the possession of Seller.
4. Copies of existing environmental reports including Phase I ESA's and/or Phase 11 ESA's; copies
of existing geotechnical reports and soil testing reports and analyses which are, to Seller's
knowledge, in the possession of Seller.
5. Copies of all permits and approvals from state or local government agencies, including site plan
approvals, water, sewer, DOT or other road jurisdiction which are, to Seller's knowledge, in the
possession of Seller.
6. Copies of the current and past three(3)years of property tax bills.
7. Copies of all leases, licenses, and occupancy agreements, including all amendments, extensions,
modifications, and supplements thereto, pursuant to which any party uses or occupies any part of
the Property which are, to Seller's knowledge, in the possession of Seller.
16
REAL ESTATE PURCHASE AGREEMENT
BETWEEN
CITY OF MERIDIAN AND THE MERIDIAN DEVELOPMENT CORPORATION
CIVIC BLOCK PROPERTIES
THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), is entered into and made
effective on June 7th, 2022 (the "Effective Date"), by and between the City of Meridian, an Idaho
Municipal Corporation, whose address is 33 E. Broadway Ave, Meridian, ID 83642 (herein the "Seller"
or "CITY"), and Meridian Development Corporation, and whose address is 104 E. Fairview Ave #239,
Meridian, ID 83642, (herein the "Buyer" or"MDC").
WHEREAS. CITY and MDC have selected a proposal to redevelop portions of downtown
Meridian, including the Property as defined below(the"Proposal"); and,
WHEREAS, the Proposal includes a provision that MDC would acquire the Property from
CITY and then transfer the Property to Meridian Caddis, LLC, ("Meridian Caddis") pursuant to a
purchase and sale agreement between Meridian Caddis and MDC, and an Owner Participation
Agreement ("OPA") for purposes in furtherance of its mission to stimulate and expand Downtown
Meridian into a thriving area that provides opportunities in which to live, work, and play; and,
WHEREAS,when it is determined by the City Council to be in the City's best interest,the Council
may by Ordinance duly enacted,authorize the transfer or conveyance of real property to any tax supported
governmental entity with or without compensation; and,
WHEREAS, City Council is satisfied that the Project elements as proposed by the third party
developer will be a benefit to the community, that the third party developer has the resources and
experience to complete the Project in a timely manner, and that the transfer of the Property is in the best
interest of the City; and,
WHEREAS, a public hearing was held at the regular meeting of the Meridian City Council on
JUNE 7, 2022 and at the conclusion of said hearing, the City Council approved Ordinance 22-1981
authorizing the conveyance subject to certain terns and conditions; and,
WHEREAS, CITY wishes to sell the following described Property to MDC and MDC desires
to purchase the Property under the terms and conditions set forth in this Agreement.
NOW,THEREFORE,in consideration of the promises,covenants,representations,and warranties
set forth in this Agreement, and for other valuable consideration,the receipt and sufficiency of which are
hereby acknowledged, CITY (Seller) and MDC (Buyer) agree as set forth below.
Real Estate Purchase Agreement Page 1
Item#7.
1. Definitions. The following terms have the following meanings when used in this Agreement:
"Agreement". This Purchase and Sale Agreement, including all exhibits attached to this
Agreement.
"Business Day". A day other than a Saturday, Sunday, or any federal holiday.
"Closing". The consummation of the Transaction, as evidenced by the delivery of all required
fitnds and documents to Escrow Agent and the disbursement or delivery of such funds and documents by
Escrow Agent in accordance with this Agreement and any other consistent instructions.
"Closing Date". Closing of this transaction shall occur at a date agreed to by the parties, and
simultaneous with the Closing set forth in the Purchase Agreement to be entered into by and between
Meridian Caddis and MDC.
"Effective Date". The date this Agreement is signed by all parties.
"Escrow". The escrow to be created in accordance with this Agreement.
"Escrow Agent". First American Title and Escrow Company, whose address is 2150 S. Bonito
Way, Suite 100, Meridian, ID 83642, Attn: Ruth Rubel.
"Property". The land commonly known as "The Civic Block City Parcels" or "Community
Center and Centennial Park", Meridian, Idaho and more particularly identified as Ada County Parcel
#R5672000856,201 E Idaho; Parcel#R7596000080, 223 E. Idaho; Parcel #R7596000075, 231 E. Idaho;
and Parcel #R7596000065, 237 E. Idaho and Legally Described as:
Lots 5 and 10, and the North 90 feet of Lot 6, 7 and 8, and the East 8.5 feet of the South 30 feet of
Lot 6, All in Block 6 of the Amended Plat of the ORIGINAL TOWNSITE OF MERIDIAN, as shown on
the plat thereof, filed in Book 1 of Plats at Page 30,records of Ada County, Idaho.
AND
Lots 1, 2, 3, 4 and 5 in Block 2 of the Amended Plat of ROWAN ADDITION TO MERIDIAN,
according to the plat thereof, filed in book 2 of Plats at Page 52,records of Ada County, Idaho.
"Purchase Price". The total purchase price to be paid by Buyer for the Property, as set forth in
Section 3 of this Agreement.
"Transaction". The purchase and sale of the Property contemplated by this Agreement.
Real Estate Purchase Agreement Page 2
Page 212
Item#7.
2. Definitive Agreement for Purchase and Sale of Property. Upon full execution,this Agreement
will be a binding agreement between Buyer and Seller for the purchase and sale of the Property on the
terms, conditions and provisions set forth in this Agreement. This Agreement supersedes all other written
or oral agreements between Buyer and Seller concerning the Transaction. If Buyer and Seller execute any
separate escrow instructions with respect to the Transaction on Escrow Agent's form, as may be modified
by Buyer and/or Seller in the sole discretion of each, and if there is any conflict or inconsistency between
any provision of such escrow instructions and any provision of this Agreement, the provision of this
Agreement will control.
3. Purchase Price and Method of Payment. The Purchase Price shall be $335,000.00 to be paid in
full at Closing.
4. Title Commitment. Within three (3) days from the date this Agreement is signed by all parties,
Escrow Agent shall issue and deliver to Buyer and Seller a commitment for title insurance with respect to
the Property disclosing all matters of record and other matters of which Escrow Agent has knowledge
which relate to the title to the Property, detailing Escrow Agent's requirements for closing the Escrow,
committing to issue to Buyer an ALTA Standard Owner's Policy of Title Insurance with respect to the
Property, and providing legible copies of all instruments referred to in the report (collectively, the
"Commitment").
Buyer has ten (10) days after the Effective Date or after receipt of the Commitment, whichever
occurs later, to review and to object in writing to any easements, liens, encumbrances or other exceptions
or requirements in the Commitment(the "Title Objections"). If Buyer does not approve the Commitment
or object within the time specified,then the condition of title to the Property reflected on the Commitment
will be deemed approved. If the Title Objections are made within the time specified, Seller may,but shall
not be required to,attempt to eliminate the matters covered by the Title Objections by or before the Closing
Date. If Seller is unable or unwilling, in their sole discretion,to eliminate the matters covered by the Title
Objections by or before the Closing Date upon terms acceptable to Buyer, Seller shall so notify Buyer,
and Buyer may either waive the Title Objections that Seller was unable or unwilling to eliminate or
terminate this Agreement.
4.1 Amendments to Title Commitment. If the Commitment is amended by Escrow Agent,
Escrow Agent shall immediately deliver to Buyer and Seller the amendment and provide legible copies of
all additional instruments referred to in the amendment (collectively, the "Amendment"). Buyer has five
(5)days from the date of Buyer's receipt of the Amendment or through the Closing Date, whichever occurs
earlier, to review and to object in writing to any easements, liens, encumbrances, or other exceptions or
requirements in the Amendment which were not disclosed by the Commitment or a previous Amendment
("Additional Title Objections").
If Buyer does not approve the Amendment or object within the time specified, then the condition
of title to the Property reflected on the Amendment will be deemed approved. If the Additional Title
Objections are made within the time specified, Seller may attempt to eliminate the matters covered by the
Additional Title Objections by or before the Closing Date. If Seller is unable or unwilling to eliminate the
Real Estate Purchase Agreement Page 3
Page 213
Item#7.
matters covered by the Additional Title Objections by or before the Closing Date upon terms acceptable
to Buyer, Seller shall so notify Buyer, and Buyer may either waive the Additional Title Objections that
Seller was unable or unwilling to eliminate or terminate this Agreement.
4.2 Title Insurance Policy.At Closing,Escrow Agent shall commit to issue to and in favor of
Buyer or its assigns a Standard Owner's Policy of Title Insurance with respect to the Property in the amount
of the Purchase Price, insuring fee simple title to the Property in Buyer effective on the Closing Date,
subject to the standard exclusions and exceptions in such form of policy and subject to the Permitted
Exceptions (the "Title Policy").
4.3 Inspection and Seller's Property Disclosure Statement. Buyer has one hundred eighty
(180) days after the Effective Date("Inspection Review Period"),together with any Extension Options as
defined below, to inspect the Property and to conduct, review and approve any investigations, tests,
analyses or studies deemed necessary by Buyer to determine the condition and feasibility of the Property
for Buyer's purpose (the "Inspection Review"). The Inspection Review Period will automatically extend
for three(3)periods of sixty(60)days each(each,an"Extension Option"and collectively,the"Extension
Options")at the end of the then-current Inspection Review Period,unless the Buyer delivers written notice
to Seller on or before the expiration of the then-current Inspection Review Period that the current period
shall not be extended in which case the Inspection Review Period shall not be extended. Seller hereby
grants to Buyer and Meridian Caddis and their agents, employees, and contractors a nonexclusive right
and license to enter upon the Property after giving reasonable advance notice to Seller to conduct the
Inspection. Upon completion of the Inspection Review, Buyer shall restore the Property to its condition
existing immediately prior to the Inspection Review. Buyer and Meridian Caddis shall each indemnify
and hold Seller harmless from any loss incurred by Seller resulting from damage to the Property caused
by the Inspection Review. If for any reason Buyer determines that the Property is not in a suitable
condition or not feasible for Buyer's purpose, Buyer may terminate this Agreement within the Inspection
Review Period and in such event any Earnest Money Deposit paid shall be returned to Buyer and this
Agreement shall be terminated. If Buyer does not either approve or disapprove the Inspection Review, or
otherwise terminate this Agreement prior to the expiration of the Inspection Review Period, then the
Inspection Review will be deemed approved and any Earnest Money Deposit shall be non-refundable to
Buyer, subject only to Seller's default under this Agreement.
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5. Closing.
5.1 Time and Place. Closing will take place in the offices of Escrow Agent on the Closing
Date (defined above) or on such date as may be mutually agreed to by the Parties to coordinate a
simultaneous closing of the Purchase Agreement between Meridian Caddis and MDC.
5.2 Seller's Closing Deliveries. At Closing, Seller shall deliver to Escrow Agent:
5.2.1 A Warranty Deed fully executed and properly acknowledged by Seller, conveying
the Property to Buyer, free and clear of any mortgages or deeds of trust.
5.2.2 As a prerequisite to Seller's delivery of the Warranty Deed, Buyer must have
provided sufficient proof to Seller that Buyer has entered into a Purchase and Sale Agreement for the
Real Estate Purchase Agreement Page 4
Page 214
I
Item#7.
Property with the third party developer identified in the Proposal, and that all of the contingencies and
conditions under that agreement have been satisfied or waived.
5.3 Buyer's Closing Deliveries. At Closing, Buyer shall deliver to Escrow Agent:
5.3.1 Payment in fiill for the Purchase Price.
5.4 Closing Costs. Buyer shall pay the premium for the standard owner's Title Policy. Buyer
will pay the additional premiums required for any extended coverage or endorsements requested by Buyer.
Escrow and Closing fees will be split equally between Buyer and Seller. All costs associated with the
Transaction must be borne by the parties in accordance with custom in Ada County, Idaho, as determined
by Escrow Agent, unless otherwise specified in this Agreement.
5.5 Possession. Buyer will be entitled to possession of the Property on the Closing Date.
5.6 Right to Repurchase. Buyer intends to sell or transfer the Property to a third party for
development purposes as outlined in the premises to this Agreement. Buyer may also enter into a
Development Agreement or OPA with the third-party developer which may include certain rights of
reverter. In the event that Buyer exercises or benefits from its right of reverter and retakes possession of
the Property,Seller may exercise its option to repurchase the Property by delivering written notice of such
intent within 90 days of Buyer retaking possession of the Property. If Seller exercises its repurchase rights
as set forth herein, the price for such repurchase shall be the same purchase price as set forth in Section 3
of this Agreement. The repurchase of the Property shall be consummated through the Escrow Agent, at a
time determined by Seller no later than 90 days after the delivery of Seller's notice that it intends to
exercise its repurchase rights. The repurchase price shall be payable in cash or other immediately available
funds. Title to the Property shall be conveyed by warranty deed, and any mortgage or liens, including any
potential mechanics liens or other liens outstanding on the Property shall be discharged by Buyer prior to
closing under this Seller's repurchase provision. Taxes shall be prorated prior to closing. Escrow and
Closing fees will be split equally between Buyer and Seller.
6. Seller's Representations and Warranties. Seller represents and warrants to Buyer that:
6.1 Authority. Seller has full power and authority to enter into this Agreement and complete
the Transaction.
6.2 Binding Agreement. Upon Seller's execution of this Agreement, this Agreement will be
binding and enforceable against Seller in accordance with its terms, and upon Seller's execution of the
additional documents contemplated by this Agreement,they will be binding and enforceable against Seller
in accordance with their terms.
6.3 Title. Seller has fee title to the Property. Seller represents that Seller owns the property free
and clear of any mortgages or deeds of trust.
6.4 No Violations. Seller has not received notice of any violation with regard to any applicable
law, regulation, ordinance, requirement, covenant, condition or restriction relating to the present use,
Real Estate Purchase Agreement Page 5
Page 215
Item#7.
occupancy or condition of the Property from any person, authority or agency having jurisdiction over the
Property.
6.5 Compliance with Law; Municipal Ordinances. Seller has not received any notices of
violation of any law, regulation, condition of permit or license, order, ordinance, or any requirement
noted in or issued by any federal, state, or local department having jurisdiction over or affecting Property
which has not been corrected, resolved, or withdrawn, and to the knowledge of Seller, the Property is
in compliance with all applicable federal,state, and local laws and regulations in all material respects.
7. Buyer's Representations and Warranties. Buyer represents and warrants to Seller that:
7.1 Authority. Buyer has full power and authority to enter into this Agreement and complete
the Transaction.
7.2 Binding Agreement. Upon Buyer's execution of this Agreement, this Agreement will be
binding and enforceable against Buyer in accordance with its terms, and upon Buyer's execution of the
additional documents contemplated by this Agreement,they will be binding and enforceable against Buyer
in accordance with their terms.
7.3 Investigation of Property. Buyer has been or will be permitted access to the Property and
will have actually inspected the Property prior to Closing. Buyer's consummation of the Transaction is
based upon such inspection and not on any representations or warranties of Seller.
7.4 No Oral Representations. Buyer hereby acknowledges that neither Seller nor any person
acting on behalf of Seller has made any representation, warranty, guaranty or promise concerning the
Property, whether oral or written.
8. Broker's Commission. Seller and Buyer warrant, each to the other, that they have not dealt with
any broker,realtor or finder in connection with the Transaction.
9. Risk of Loss. The risk of loss will be upon Seller until Closing. In the event of any material loss
or damage to or condemnation of the Property prior to Closing, Buyer may terminate this Agreement. If
Buyer waives any material loss or damage to or condemnation of the Property and proceeds to
consummate this Transaction, or in the event of an immaterial loss,damage or condemnation, Seller shall,
at Closing and as a condition precedent to Closing, pay to Buyer the amount of any insurance or
condemnation proceeds attributable to the Property which have been received by Seller and assign to
Buyer as of Closing all rights or claims to proceeds payable thereafter.
10. Remedies.
10.1 If Seller fails to perform any of Seller's obligations under this Agreement and that failure
continues for five (5) days after Seller's receipt of written notice from Buyer, Buyer may, as Buyer's sole
remedy f'or Seller's failure,either: (i)terminate this Agreement in accordance with Section 11,or(ii)bring
an appropriate action for specific performance of this Agreement.
Real Estate Purchase Agreement Page 6
Page 216
Item#7.
10.2 If Buyer fails to perform any of Buyer's obligations under this Agreement and that failure
continues for five (5) days after Buyer's receipt of written notice from Seller, Seller may, as Seller's sole
remedy for Buyer's failure bring an appropriate action for specific performance of this Agreement.
10.3 If the Purchase and Sale Agreement between Meridian Caddis and Buyer is terminated
due to Meridian Caddis' (i) failure to meet the Financing Condition as defined in the Purchase and Sale
Agreement between Meridian Caddis and Buyer; or(ii) default, as declared by Buyer under the Purchase
and Sale Agreement between Meridian Caddis, beyond all applicable notice and cure periods, Buyer or
Seller may, as its sole remedy, terminate this Agreement in accordance with Section 11. Seller hereby
acknowledges and agrees that the termination right set forth in this Section 10.3 represents its sole and
exclusive right to terminate this Agreement.
11. Termination. If Buyer or Seller elects to terminate this Agreement as provided under this
Agreement,the terminating party shall give written notice of the termination to the other party and Escrow
Agent. Upon termination by a party as provided in this Agreement, Escrow Agent shall return all
documents deposited in the Escrow to the Seller. Upon delivery of such documents, this Agreement and
the Escrow will be deemed terminated, and except as provided in this Agreement neither party will have
any further liability or obligation under this Agreement.
12. Attorneys' Fees. If there is any litigation or other action taken by any party to enforce or interpret
any provisions of or rights arising under this Agreement, the defaulting party shall pay to the other party
all costs and expenses, including but not limited to reasonable attorney fees and costs, which the other
party may incur in enforcing this Agreement or in pursuing any remedy allowed by law, whether such is
incurred by the filing of suit or otherwise.
13. Omitted.
14. Escrow Cancellation Charges. If the Escrow fails to close because of Buyer's default, Buyer will
be liable for any escrow and title commitment cancellation charges by Escrow Agent. If the Escrow fails
to close because of Seller's default, Seller will be liable for any such cancellation charges by Escrow
Agent.If the Escrow fails to close through no fault of either Seller or Buyer, any such cancellation charges
by Escrow Agent shall be divided equally between Seller and Buyer.
15. Additional Acts. The parties agree to execute promptly all other documents and perform all other
acts as may be reasonably necessary to carry out the purpose and intent of this Agreement.
16. Business Days.If this Agreement requires any act to be done or action to be taken on a date which
is not a Business Day,that act or action will be deemed to have been validly done or taken if done or taken
on the next succeeding Business Day.
17. Waiver.The waiver by any party to this Agreement of any right granted to it under this Agreement
is not a waiver of any other right granted under this Agreement, nor may any waiver be deemed to be a
waiver of a subsequent right obtained by reason of the continuation of any matter previously waived.
Real Estate Purchase Agreement Page 7
� Page 217
Item#7.
18. Survival. All of the covenants, agreements, representations and warranties set forth in this
Agreement survive Closing, and do not merge into any deed, assignment or other instrument executed or
delivered under this Agreement.
19. Counterparts/Facsimile. This Agreement may be executed in counterparts, each of which is
deemed an original but all of which constitute one and the same instrument. The signature pages may be
detached from each counterpart and combined into one instrument. This Agreement may be signed and
delivered by facsimile which shall be effective as an original.
20. Successors and Assigns. This Agreement is binding upon and inures to the benefit of the parties
to this Agreement and their respective successors and assigns.
21. Entire Agreement.This Agreement sets forth the entire understanding of the parties with respect
to the matters set forth in this Agreement as of the Effective Date; it supersedes all prior oral or written
agreements of the parties as to the matters set forth in this Agreement; and it cannot be altered or amended
except by an instrument in writing, signed by Buyer and Seller.
22. Construction. This Agreement is the result of negotiations between the parties, neither of whom
has acted under any duress or compulsion,whether legal, economic or otherwise.Accordingly,the terms
and provisions of this Agreement must be construed in accordance with their usual and customary
meanings. Seller and Buyer hereby waive the application of any rule of law which otherwise would be
applicable in connection with the construction of this Agreement that ambiguous or conflicting terms or
provisions should be construed against the party who (or whose attorney) prepared the executed
Agreement or any earlier draft of this Agreement.
23. Headings. The headings in this Agreement are for reference only and do not limit or define the
meaning of any provision of this Agreement.
24. Third-Party Beneficiary. Except as set forth herein, no term or provision of this Agreement or
the exhibits to this Agreement is intended to be,nor may any term or provision be construed to be, for the
benefit of any person, firm, corporation or other entity not a party to this Agreement (including, without
limitation, any broker), and no other person, firm, corporation or entity has any right or cause of action
under this Agreement. Meridian Caddis, LLC is hereby named as an express and intended third-party
beneficiary of this Purchase Agreement, such that if the Seller fails to close the transaction conternplated by this
Agreement, Meridian Caddis, LLC shall be permitted to either seek the remedy of specific performance to ensure
that both the Seller and Buyer perform their respective obligations under this Agreement or Meridian Caddis, LLC
shall be permitted to seek damages against the Seller equal to Meridian Caddis, LLC's Pre-Closing Expenses
(including, without limitation, the Lateral Relocation Expenses),as set forth in the April 12,2022 Memorandum of
Agreement between Meridian Caddis,LLC, Seller,and Buyer.
25. Severability.If any provision of this Agreement or any portion of any provision of this Agreement
is determined to be invalid, illegal or unenforceable, the invalidity, illegality or unenforceability may not
alter the remaining portion of such provision, or any other provision of this Agreement, as each provision
of this Agreement is deemed severable from all other provisions of this Agreement.
Real Estate Purchase Agreement Page 8
Page 218
Item#7.
26. Time of Essence. Time is of the essence in the performance of this Agreement.
27. Governing Law.This Agreement is governed by, and construed and enforced in accordance with,
the laws of the State of Idaho.
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date
first written above.
SELLER:
CITY OF MERIDIAN
Kert E.�mi on, Mayor 6-7-2022 A e d, C r n, City Clerk 6-7-2022
BUYER:
MERIDIAN DEVELOPMENT CORPORATION
By:
Real Estate Purchase Agreement Page 9
Page 219
26. Time of Essence. Time is of the essence in the performance of this Agreement.
27. Governing Laic. This Agreement is governed by,and construed and enforced in accordance with,
the laws ofthe Slate of Idaho.
IN WITNESS WHEREOF,the parties have executed this Agreement to be effective as of the date
first written above.
SELLER:
CITY OF MERIDIAN
Robert E.Simison, Mayor Attest,City Clerk
BLIYER:
MER ]AN DEVELOPMENT CORPORATION
Real Estate Purchase Agreement Page 9
CIVIC BLOCK RIVER CADDIS DEVELOPMENT PROPSALUPDATE &
WHERE WE STARTED
TIMELINE
JULY 22 2022 LateralProject and Hunter Rerun Cost Analysis for approvalsand move to CZC Zoning analysis for financing Execute full cost JULY & AUGUST solutioncontract and find Seek ways
to extend NOVEMBER-OCTOBER discuss findingsMeet City/MDC to findingsContact City about cost AUGUST 7 Executed Contract
COST DUE DILIGENCE
$1.91M NOVEMBERAPRILCITY$500k COSTSHUNTER LATERAL LAND GROUPOPUS$1.86M
PURSUIT better understand marketcompleted and explored to Numerous analysis AnalysisMultiple Cost as local/regional approvalsas well -commencement prepared for work and engineering drawings
Complete Construction Hunter Lateral meetings through process7 total engagement Public Invovement executeddocuments prepared and Renderings. Multiple Legal Floor plans, Site plans,
Design & Legal OUR INVESTMENT-
PROPOSAL
PROPOSAL reports and presented to MDC or City.City/MDC for this project, we will conduct numerous progress To ensure we are continuing to be the right partner for the PROGRESS REPORTING
TO MDC postponing construction for a year as well.find a feasible path. If no financially feasible path, we recommend run options, costs, operations, management of this project to
-Re HUNTER LATERAL normalizeneeds adequate time to create efficiencies and allow costs to project to a reality. Cost crisis will not be solved over night. RCD Request of one year
extension to seek cost efficiencies to bring this TIME
SUMMARY Less desire in market•much larger upside.Request: If solved, City will have •Penalizes both sides•Contractually Compliant •Doing everything in our power•Harsh Economic reality
•Unprecedented costs•
DISCUSSION & THANK YOU.QUESTIONS
Award Process , contract DEC 2022BreakingGround PotentialBreakingGround Potential months5 -3Drawings, Plan ReviewApproved design, DEC 2024DEC 2023 TIMELINE months12 -6Drawings, Plan
reviewApproved design, months6 months6 -2ProcessDesign, Conduct RFPdevelopment with CityDue diligence, solution Do not grant extension months12 Grant RCD extension negotiation
DATE: 27 November 2023
TO: Sawtooth Law Offices, PLLC
FROM: NAMPA & MERIDIAN IRRIGATION DISTRICT
License, Easement, Project and/or Crossing Agreement(s)
Approved on 14 November 2023
License Agreement 29 pages
Meridian Development Corporation
& City of Meridian
Hunter Lateral
Instrument#2023-064884
Easement 4 pages
Meridian Development Corporation
& City of Meridian
Hunter Lateral
Instrument#2023-064885
License Agreement 7 pages
Idaho Power Company
Ridenbaugh Canal
Instrument#2023-064886
ADA COUNTY RECORDER Trent Tripple 2023_064885
BOISE IDAHO Pgs=4 NIKOLA OLSON 11/17/2023 08:54 AM
NAMPA MERIDIAN IRRIG DIST NO FEE
11 1 1 11 1 1 11 llll 1 1 1 llllll l 11 I I I II III I I II I I'III I I'll
01299424202300648860040046
EASEMENT
THIS EASEMENT, given in connection with and pursuant to certain License Agreement dated
the day of oU yn)Xr,2023 between MERIDIAN DEVELOPMENT CORPORATION, an
Idaho corporation, CITY OF MERIDIAN,and Nampa&Meridian Irrigation District,an irrigation district
organized under the laws of the state of Idaho and is granted in accordance with the terms and conditions
of said License Agreement.
WHEREAS, Said License Agreement authorizes Meridian Development Corporation and the
City of Meridian to pipe and relocate a section of the former easement of Nampa&Meridian Irrigation
District for the Hunter Lateral and said relocation of the Hunter Lateral will be within the real
property/right of way of Ada County Highway District and accordingly this easement is intended to
provide an easement along the Hunter Lateral after relocation of the Hunter Lateral by Meridian
Development Corporation and the City of Meridian; and
WHEREAS, Said License Agreement provides that Meridian Development Corporation,and its
successors and assigns,will be responsible for the maintenance and repair,including rehabilitation and
replacement, of the portion of the Hunter Lateral piped and relocated,including the portion relocated
within the real property/right of way of Ada County Highway District; and
WHEREAS,the easement granted herein to Nampa&Meridian Irrigation District includes the
right of Meridian Development Corporation, and its successors and assigns,to satisfy its obligations with
respect to the maintenance and repair of the Hunter Lateral as provided in said License Agreement,
NOW THEREFORE,ADA COUNTY HIGHWAY DISTRICT hereby grants an easement to
NAMPA&MERIDIAN IRRIGATION DISTRICT for right of way along the Hunter Lateral as described
in Exhibit A attached hereto and made a part hereof.
This easement is granted to deliver, convey and drain irrigation and drainage water,to operate,
EASEMENT - Page 1
clean,maintain and repair the Hunter Lateral and to access the Hunter Lateral with such personnel and
equipment Nampa&Meridian Irrigation District may utilize for those purposes and is granted to Nampa
&Meridian Irrigation District, its successors and assigns, as a perpetual easement and is and shall be
appurtenant to and inseparable from the real property described in Exhibit A attached hereto and made a
part hereof.
As provided in the recitals above,this easement is intended to replace the section of the Hunter
Lateral relocated by Meridian Development Corporation and the City of Meridian and includes the right
of Meridian Development Corporation and the City of Meridian to satisfy its obligations and
responsibilities to maintain and repair the Hunter Lateral as provided in said License Agreement.
IN WITNESS WHEREOF, ADA COUNTY HIGHWAY DISTRICT has executed this easement
this Isrday of ,2023.
ADA COUNTY HIGHWAY DISTRICT:
(&2
By: A is Pickering
Its: f6ommission President
ST:
c S. Wong
Its: Director
STATE OF IDAHO )
ss.
County of Ada
This record was acknowledged before me on bl��►'lI� I , 20�y Alexis Pickering, as
President of e a County ay District Commissioners and Bruce S. Wong, as Director of the Ada
County H' hw District.
Signature of notary u lic �•`�Q ••��TARy.v�•;
• ' 7dc
Comm.62051 '
August 13, 2025 •
My commission expires. J,: •`
EASEMENT -Page 2
`\ ���� LEGAL DESCRIPTION
„� � T H E Page 1 of 1
�N /�►l
LAND
GROUP
August 29,2023
Project No.: 122059
EXHIBIT"A"
IRRIGATION EASEMENT
HUNTER LATERAL
NAMPA MERIDIAN IRRIGATION DISTRICT
An easement located in portions of East Idaho Avenue, East Third Street and East Broadway Avenue as
shown on the Amended Plat of Rowan Addition to Meridian, recorded under Instrument No. 19010402
of Ada County Records, situate in Section 7,Township 3 North, Range 1 East, Boise Meridian, City of
Meridian,Ada County, Idaho, being more particularly described as follows:
BEGINNING at the intersection of East Idaho Avenue and East Third Street, (from which point the
intersection of East Idaho Avenue and East Second Street bears. North 88'43' 15"West,384.14 feet
distant);
Thence on the centerline of said East Third Street, South 01'21'00"West, 300.53 feet;
Thence leaving said centerline, South 13°31' 30" West, 77.45 feet;
Thence North 88'42' 14" West,40.93 feet;
Thence North 13'31' 30" East, 81.86 feet,to a point on the westerly right of way line of said East Third
Street;
Thence on said westerly right of way line, North 01° 21'00" East, 256.22 feet,to a point common with
the southerly right of way line of said East Idaho Avenue;
Thence on said southerly right of way line North 88°43' 15"West, 140.64 feet;
Thence leaving said southerly right of way line, North 01'05' 11" East,40.00 feet,to the centerline of
said East Idaho Avenue;
Thence on said centerline,South 88'43' 15" East, 180.82 feet to the POINT OF BEGINNING.
The above-described easement contains 0.48 acres (20,750 FT2), more or less
PREPARED BY:
The Land Group,Inc.
Michael Femenia, PLS �Oti��AG�NSN sG�
�ICtJ G
O
a 1 �
OF SOP 4�
4 S.
06/29/2023
462 East Shore Drive, Suite 100, Eagle, Idaho 83616 20B.939.4041 thelandgroupinc.com
Exhibit A, page 1
i
EAST IDAHO AVENUE
N88°43'15"W�384.114,' POB
203.32' T 180.82'Or
N01°05'11"E
40.00'
R/W o
I i I N88°43'15"W 140.64'
i IRRIGATION EASEMENT
0.48 Acres±
' 4,750 FT2)
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55 ,
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of 40.93'
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0 60, 120'
E Exhibit 'B"
Horizontal Scale:1" = 60' Project No.:122059
� e
Date of Issuance:August 29,2023
s
fiM50PATHE Irrigation Easement
LAND Hunter Lateral "-
- GROUP Nampa Meridian Irrigation District
�ss
�^o
Exhibit A, page 2
DATE: 27 November 2023
TO: Sawtooth Law Offices, PLLC
FROM: NAMPA & MERIDIAN IRRIGATION DISTRICT
License, Easement, Project and/or Crossing Agreement(s)
Approved on 14 November 2023
License Agreement 29 pages
Meridian Development Corporation
& City of Meridian
Hunter Lateral
Instrument#2023-064884
Easement 4 pages
Meridian Development Corporation
& City of Meridian
Hunter Lateral
Instrument#2023-064885
License Agreement 7 pages
Idaho Power Company
Ridenbaugh Canal
Instrument#2023-064886
ADA COUNTY RECORDER Trent Tripple
BOISE IDAHO Pgs=29 NIKOLA OLSON 2023 064884
08:54M
NAMPA MERIDIAN IRRIG DIST
11/17/2023 54 AAM
1111111111 NO FEE IIIIII I IIIIII I II IIIII II I I II I III III I I III 01299423202300648840290298
LICENSE AGREEMENT
This LICENSE AGREEMENT, is made and entered into this]. Lk day of&Vftff 2023
by and between NAMPA&MERIDIAN IRRIGATION DISTRICT,an irrigation district organized and
existing under and by virtue of the laws of the State of Idaho, hereinafter referred to as the"District", and
MERIDIAN DEVELOPMENT CORPORATION("MDC'),
Whose address is: 104 E.Fairview Ave. #239,Meridian,ID 83642, and
CITY OF MERIDIAN, a political subdivision and
municipality of the State of Idaho ("CITY"),
Whose address is: 33 E.Broadway,Meridian, ID 83642,
Unless otherwise provided MDC and the CITY are hereinafter collectively referred to as the"Licensee",
WITNESSETH:
WHEREAS,the District owns the irrigation ditch or lateral known as the HUNTER LATERAL
(hereinafter referred to as"ditch or lateral"),an integral part of the irrigation and drainage works and
system of the District,together with the easement therefor to convey irrigation and drainage water,to
operate,clean,maintain, and repair the ditch or lateral,and to access the ditch or lateral for those
purposes; and,
WHEREAS,the District operates, cleans,maintains,repairs and protects the ditch or lateral for
the benefit of District landowners; and,
WHEREAS,MDC and the CITY are owners of real property that is servient to the District's ditch
or lateral and easement,and is particularly described in the"Legal Description" and/or deeds attached
hereto as Exhibit A and by this reference made a part hereof; and,
WHEREAS,the ditch or lateral crosses and intersects the real property described in Exhibit A as
shown on Exhibit B,attached hereto and by this reference made a part hereof, and,
WHEREAS,pursuant to a separate agreement between MDC and the CITY,the CITY shall be
responsible for the relocation and construction related to and associated with the relocation of the Hunter
Lateral as provided herein and MDC shall be responsible for the future maintenance and repair
obligations for said Hunter Lateral upon completion of said construction/relocation as provided herein;
and
WHEREAS,MDC and the CITY desire a license to cross, encroach upon or modify said ditch or
lateral and/or the District's easement under the terms and conditions of this License Agreement;
NOW,THEREFORE, for and in consideration of the premises and of the covenants,agreements
LICENSE AGREEMENT- 1
and conditions hereinafter set forth,the parties agree as follows:
A. Acknowledgment of the District's Easement.
1. Licensee acknowledges that the District's easement for the ditch or lateral includes a
sufficient area of land to convey irrigation and drainage water,to operate,clean,maintain and repair the
ditch or lateral, and to access the ditch or lateral for said purposes, and is a minimum of 40 feet,20 feet on
either side of the centerline.
B. Scope of License
1. The Licensee shall have the right to modify the ditch or lateral or encroach upon the
District's easement along the ditch or lateral in the manner described in the "Purpose of License" attached
hereto as Exhibit C and by this reference made a part hereof.
2. Any crossing, encroachment upon or modification of the ditch or lateral and/or the
District's easement shall be performed and maintained in accordance with the "Special Conditions" stated
in Exhibit D,attached hereto and by this reference made a part hereof. Any difference or discrepancy
between the items listed in Exhibit C,"Purpose of License,"and any plans or drawings referenced in or
attached to Exhibit D shall be resolved in favor of Exhibit C. Licensee shall only be permitted to cross,
encroach upon or modify the ditch or lateral and/or the District's easement as described in Exhibit C even
if any plans or drawings referenced or attached to Exhibit D provide or show otherwise.
3. This License Agreement pertains only to the Licensee's crossing, encroachment upon or
modification of the ditch or lateral and/or the District's easement for the purposes and in the manner
described herein. The Licensee shall not excavate,discharge,place any structures,nor plant any trees,
shrubs or landscaping within the District's easement,nor perform any construction or activity within the
District's easement for the ditch or lateral except as referred to in this License Agreement without the
prior written consent of the District.
4. The Licensee recognizes and acknowledges that the license granted by this License
Agreement pertains only to the rights of the District as owner of an easement. The District has no right or
power to create rights in the Licensee affecting the holder of title to the property subject to the District's
easement. Any such rights affecting fee title must be acquired by the Licensee from the holder of title to
the property. Should CITY and/or MDC fail to obtain such rights from the holder of title to the property
or should the rights obtained prove legally ineffectual, CITY and/or MDC, as applicable,shall,to the
fullest extent permitted by Idaho law,hold harmless,indemnify and defend the District from any claim by
any party arising out of or related to such failure of rights and at the option of the District this License
Agreement shall be of no force and effect.
C. Facility Construction,Operation,Maintenance and Repair
1. Licensee agrees that the work performed and the materials used in any construction
permitted by this License Agreement shall at all times be subject to inspection by the District and the
District's engineers,and that final acceptance of the such work shall not be made until all such work and
materials shall have been expressly approved by the District. Such approval by the District shall not be
unreasonably withheld.
LICENSE AGREEMENT- 2
2. Each facility("facility"as used in this License Agreement means any object or thing
installed by the Licensee on,over or in the vicinity of the District's easement) shall be constructed,
installed,operated,maintained,and repaired at all times by the Licensee at the cost and expense of the
Licensee.
3. Licensee agrees to construct, install, operate,maintain and repair each facility and
conduct its activities within or affecting the District's easement so as not to constitute or cause:
a. a hazard to any person or property;
b. an interruption or interference with the flow of irrigation or drainage water in the
ditch or lateral or the District's delivery of irrigation water;
C. an increase in seepage or any other increase in the loss of water from the ditch;
d. the subsidence of soil within or adjacent to the easement;
e. an interference with the District's use of its easement to access,operate,clean,
maintain,and repair the ditch or lateral;
f. any other damage to the District's easement and irrigation or drainage works.
4. The CITY and MDC agree,to the fullest extent permitted by Idaho law,to indemnify,
hold harmless, and defend the District from all claims for damages arising out of any of the their
respective construction or activity which constitutes or causes any of the circumstances enumerated in the
preceding paragraph, 3.a.through 31, or any other damage to the easement and irrigation or drainage
works which may be caused by the construction, installation,operation,maintenance,repair,and any use
or condition of any facility.
5. The Licensee shall,upon demand of the District,remove any facility or repair any
alteration of the District's easement which interferes with the District's operation and maintenance of the
ditch or lateral, or causes or contributes to any of the circumstances enumerated in the preceding
paragraph, 3.a.through 3.£,or any other damage to the easement and or drainage works. The District
shall give reasonable notice to the Licensee,and shall allow the Licensee a reasonable period of time to
perform such maintenance,repair,and other work, except that in cases of emergency the District shall
attempt to give such notice as is reasonable under the circumstances. The District reserves the right to
perform any and all work which the Licensee fails or refuses to perform within a reasonable period of
time after demand by the District. The Licensee agrees to pay to the District,on demand,the costs which
shall be reasonably expended by the District for such purposes. Nothing in this paragraph shall create or
support any claim of any kind by the Licensee or any third party against the District for failure to exercise
the options stated in this paragraph,and the Licensee shall,to the fullest extent permitted by Idaho law,
indemnify,hold harmless and defend the District from any claims made against the District arising out of
or relating to the terms of this paragraph,except for claims arising solely out of the negligence or fault of
the District.
D. District's Rights Are Paramount
1. The Licensee understands and agrees that the ditch or lateral is a manmade channel that
was constructed and is used and maintained by the District for the exclusive purpose of conveying
irrigation or drainage water to lands within the District. As such,Licensee further acknowledges and
agrees that the ditch or lateral does not constitute a natural or navigable watercourse or stream.
LICENSE AGREEMENT- 3
2. The parties hereto understand and agree that the District has no right in any respect to
impair the uses and purposes of the irrigation or drainage works and system of the District by this License
Agreement,nor to grant any rights in its irrigation or drainage works and system incompatible with the
uses to which such irrigation or drainage works and system are devoted and dedicated and that this
contract shall be at all times construed according to such principles.
3. Nothing herein contained shall be construed to impair the ditch or lateral or the District's
easement, and all construction and use of the District's easement by the Licensee and the license herein
provided therefor shall remain inferior and subservient to the rights of the District to the use of the ditch
or lateral for the transmission and delivery of irrigation or drainage water.
4. The Licensee agrees that the District shall not be liable for any damages which shall
occur to any facility in the reasonable exercise of the rights of the District in the course of performance of
maintenance or repair of the ditch or lateral. The Licensee further agrees to suspend its use of the said
easement areas when the use of the easement areas is required by the District for maintenance or repair
under this or any other paragraph of this License Agreement.
5. In the event of the failure,refusal or neglect of the Licensee to comply with all of the
terms and conditions of this License Agreement,the license of the Licensee under the terms hereof may
be terminated by the District, and any facility, structure,plant,or any other improvement in or over the
ditch,and the right of way therefor,which may impede or restrict the maintenance and operation of such
ditch or lateral by the District with its equipment for the maintenance of the ditch or lateral shall be
promptly removed by the Licensee upon demand of the District.
E. Applicable Law and Jurisdiction Unaffected.
1. Neither the terms of this License Agreement,the permission granted by the District to the
Licensee,the Licensee's activity which is the subject of this License Agreement,nor the parties exercise
of any rights or performance of any obligations of this License Agreement, shall be construed or asserted
to extend the application of any statute, rule,regulation,directive or other requirement, or the jurisdiction
of any federal, state,or other agency or official to the District's ownership, operation,and maintenance of
its canals,laterals,irrigation or drainage works and facilities which did not apply to the District's
operations and activities prior to and without execution of this License Agreement.
2. In the event the District is required to comply with any such requirements or is subject to
the jurisdiction of any such agency as a result of execution of this License Agreement or the Licensee's
activity authorized hereunder,Licensee shall,to the fullest extent permitted by Idaho law,indemnify,hold
harmless and defend the District from all costs and liabilities associated with the application of such laws
or the assertion of such jurisdiction or,at the option of the District,this License Agreement shall be of no
force and effect and the Licensee shall cease all activity and remove any facility authorized by this
License Agreement.
F. Indemnification
1. In addition to all other indemnification provisions herein,MDC and CITY each further
agree,to the fullest extent permitted by Idaho law,to indemnify,hold harmless and defend the District
from any injury,damages,claim,lien,cost and/or expense(including reasonable attorney's fees)incurred
LICENSE AGREEMENT-4
by, or asserted against,the District by reason of their respective negligent acts or omissions or those of
their respective agents,contractors or subcontractors in performing the construction and activities
authorized by this License Agreement.
G. Fees and Costs
1. The Licensee agrees to pay attorney fees and engineering fees charged by the attorney for
the District or by the engineers for the District in connection with the negotiation and preparation of this
License Agreement.
2. Should any party incur costs or attorney fees in connection with efforts to enforce the
provisions of this License Agreement,whether by institution of suit or not,the party rightfully enforcing
or rightfully resisting enforcement of the provisions of this License Agreement, or the prevailing party in
case suit is instituted, shall be entitled to reimbursement for its costs and reasonable attorney fees from the
other party.
H. Miscellaneous
1. No Claims Created. Nothing in this License Agreement shall create or support a claim of
estoppel,waiver,prescription or adverse possession by the Licensee or any third party against the District.
2. Amendment and Modification. Any amendment or modification of this License
Agreement must be in writing and signed by all parties to be enforceable.
3. Interpreted. This License Agreement shall be interpreted and enforced in accordance
with the laws of the State of Idaho. This License Agreement is not intended for the benefit of any third
party and is not enforceable by any third party. If any provision of this License Agreement is determined
by a court of competent jurisdiction to be invalid or otherwise unenforceable, all remaining provisions of
this License Agreement shall remain in full force and effect. The parties represent and warrant to each
other that they each have authority to enter this License Agreement. The catchlines or section headings
herein set forth are provided only for the convenience of the parties in locating various provisions of this
License Agreement, and are not intended to be aids in interpretation of any provision of this License
Agreement with respect to which the parties might disagree at some future time,and shall not be
considered in any way in interpreting or construing any provision of the License Agreement.
4. Binding Effect. The covenants,conditions and agreements herein contained shall
constitute covenants to run with,and running ning with,the real property described in Exhibit A,and shall be
binding on each of the parties hereto and on all parties and all persons claiming under them or either of
them,and the advantages hereof shall inure to the benefit of each of the parties hereto and their respective
successors and assigns,including,but not limited to,dedications,transfers and assignments of facilities to
public entities.
5. Notices. Any and all notices,demands,consents and approvals required pursuant to this
License Agreement shall be delivered to the parties as follows:
Nampa&Meridian Irrigation District See page 1 for Licensee
5525 East Greenhurst
LICENSE AGREEMENT- 5
Nampa,ID 83686
Notices shall be deemed to have been delivered upon hand deposit in the United States mail as
provided above.
6. Counterparts. This License Agreement may be executed and delivered in counterparts,
each of which shall be deemed to be an original and all of which shall constitute one and the same
instrument.
IN WITNESS WHEREOF,the District has hereunto caused its name to be subscribed and the
Licensee has caused its name to be subscribed by its duly authorized officer, all as of the day and year
herein first above written.
NAMPA&MERIDIAN IRRIGATION DISTRICT
By ftt
� -�-
Greg ,Water Superintendent �v
STATE OF IDAHO )
ss:
County of Canyon )
On this L'L day of Ruww,2023,before me, the undersigned, a Notary Public in
and for said State,personally appeared GREG CURTIS,known to me to be the Water Superintendent of
NAMPA&MERIDIAN IRRIGATION DISTRICT,the irrigation district that executed the foregoing
instrument and acknowledged to me that such irrigation district executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal,the
day and year in this certificate first above written. qw-
�U�
Notary Public for Idaho
ERIKA OLVERA Residing at �� j/�fQl� ,Idaho
COMMISSION#20223187 My Commission Expires:
NOTARY PUBLIC
STATE OF IDAHO
LICENSE AGREEMENT-6
MERIDIAN DEVELOPMENT CORPORATION,
By: q
Its: �`G
STATE OF IDAHO )
)ss.
County of Ada )
On this V" day of ��a beic ,2023,before me,the undersigned, a notary public in
and for said state,personally appeared p,.tj,,,4 I7 L Le r known or identified to me to be the
\iv C `of MERIDIAN DEVELOPMENT CORPORATION,the entity that executed
the foregoing instrument,and acknowledged to me that said entity executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official ea the day and
year in this certificate first above written.
(--::7 'e --4w-M
Notary Public for � _
Residing atODD
'�.,,�,
COMMIS.LAKEY My Commission Expires: �� ..25-ZS
NOTARY PUBLIC
STATE OF IDAHO
MY COMMISSION EXPIRES 1Q/26/2=
LICENSE AGREEMENT- 7
THE CITY OF MERIDIAN
i
By
ATTE v °ass UG 6 V—) Iti 2023
c•;ty or
�PX'� l0"I'�-2p23 �E IDIAN
l.� '� 1�01'lt C\� �oeHo
STATE IDAHO } s�� SEAL
County of Ada SS: yT�ROtthe TREPSJ�
On this day of } ,2023,before me,the undersi ned,a Notary Public in and
for said State,personally appeare r and Ylrl Yl ,known tome
to be the r and 1 G�tDrIf ,respectively, of The CITY OF
MERIDIAN,the tity that executed the foregoi g instrument and acknowledged to me that such entity
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal,the day and
year in this certificate first above written.
Notary Public for MA ah
Residing at HzicUlan ,
My Commission Expires 5-,ay -o�'ll�
CHAKE MAY
WMM" Oli1
NOTARY PP LOX
STATE OF t0AW
LICENSE AGREEMENT- 8
EXHIBIT A
Licensee's Properh
MDC and the CITY's respective Properties are described in the deeds attached hereto as Exhibit
A-1 and by this reference incorporated herein and as described and depicted in the survey attached hereto
as Exhibit A-2 and by this reference incorporated herein.
EXHIBIT B
Location of Property/Lateral
See Exhibit D-1 attached hereto.
EXHIBIT C
Purpose of License
The purpose of this License Agreement is to permit and allow Licensee to:
1, pipe and relocate a portion of the Hunter Lateral for a distance of approximately 530 feet
in HDPE pipe,including new irrigation boxes;
2. relocate the Hunter Lateral as provided above in the roadways for E. 3' Street and E.
Idaho Avenue and construct and install roadway improvements,including asphalt paving,
concrete sidewalks and curbs and gutter within the District's easement for the Hunter
Lateral; and
3. construct and install bike racks, street lights,benches,and landscaping consisting of
grasses, sprinklers, low lying shrubs and Class I ornamental trees within the District's
easement(any trees shall be planted in self-contained planter beds to protect intrusion
from the tree roots),
all within or near Licensee's real property described in Exhibit A,Meridian Civic Block/River Caddis
Development,located southwest of the intersection of E. 31 Street and E.Idaho Avenue in Meridian,Ada
County, Idaho. No other construction, landscaping or activity is permitted within or affecting the Hunter
Lateral or the District's easement. All storm water is to be retained on-site.
EXHIBIT D
Special Conditions
a. The construction described in Exhibit C shall be in performed in accordance the plans
attached hereto as Exhibit D-1 and by this reference incorporated herein. The construction,relocation and
installation concerning the Hunter Lateral as described herein, and as provided in the attached plans, is
being performed by the CITY, and the parties agree the construction,installation and relocation of the
Hunter Lateral shall be the responsibility of the CITY and its future successors and assigns. Any and all
obligations and responsibilities,including performance of construction in accordance with said plans,
shall initially be the responsibility of the CITY and the District shall require the CITY to perform all
obligations required under the terms of this License Agreement relating to said construction conditions
and requirements. Upon notice of completion of the piping and relocation of the Hunter Lateral provided
LICENSE AGREEMENT- 9
herein,MDC,and its successors and assigns, then agrees to assume the maintenance and repair
responsibilities for the entirety of the Hunter Lateral piped and relocated provided herein, including the
obligations provided in paragraph g.below.
b. MDC and CITY shall notify the District's Superintendent prior to and immediately after
their respective construction activities so that he or the District's engineers may inspect and approve the
construction.
C. The Hunter Lateral is being relocated into the road rights-of-way of Ada County
Highway District(hereinafter"ACHD")for E. 31 Street and E.Idaho Avenue. Licensee is responsible
for obtaining any and all licenses or permission from ACHD to perform construction within said road
rights-of-way to pipe and relocated the Hunter Lateral. Additionally,Licensee shall obtain an easement
from ACHD for that section of the Hunter Lateral relocated or realigned by Licensee under the terms of
this agreement within ACHD's rights-of-way. Execution and delivery of said easement from ACHD is a
material and essential term of this agreement and if not executed and delivered, at the option of the
District this agreement may be terminated and be of no force and effect. Upon request by Licensee and
submission of a legal description to the District,the District shall relinquish its easement along the Hunter
Lateral where it has been replaced by relocation of the Hunter Lateral.
d. The realignment,piping,installation,backfill and compaction shall,at a minimum,meet
the requirements of the District and standard specifications for such materials and construction,as set
forth in the Idaho standards for public works construction or other standards recognized by the city or
county in which the piping or realignment for the Hunter Lateral is to be placed.
e. Upon installation of the pipe and relocation of the Hunter Lateral in accordance with the
above-referenced plans,the CITY shall provide the District written notice that the facilities installed and
work performed by the Licensee are ready for final inspection and approval by the District. Within two
(2)weeks after receiving such written notification from the CITY, the District shall perform an inspection
and,if the facilities have been constructed and installed and all work has been performed in compliance
with the terms of this agreement,the District shall provide written notice to the Licensee of final
approval. If the District's engineers perform such inspection,CITY shall pay the District's engineers any
reasonable charge in connection therewith.
f. The Licensee shall not fill, alter, or perform any work affecting the Hunter Lateral or the
District's easement for the Hunter Lateral, and the old,existing channel of the Hunter Lateral(except for
connecting points to the new relocated sections)shall remain open and serviceable for use and
maintenance by the District for all irrigation and drainage purposes until and unless the Licensee has
received written notice from the District of final approval of the construction and installation of the new
ditch,pipe and realignment for the Hunter Lateral as provided in paragraph e. of this agreement. After
the Licensee receives notice of final approval from the District,and upon request by Licensee and
submission of a legal description to the District,the District shall relinquish its easement along Hunter
Lateral where it has been replaced by relocation of the Hunter Lateral by filing a Relinquishment of
Easement with the county recorder. Licensee shall be responsible for operation and maintenance
associated with the Licensee's backfill of the old,existing Hunter Lateral. MDC and CITY each further
agrees,to the fullest extent permitted by Idaho law,to indemnify,hold harmless and defend the District
LICENSE AGREEMENT- 10
from any injury,damages,claim,lien,cost and/or expense(including reasonable attorney's fees)incurred
by, or asserted against,the District by reason of drainage or seepage associated with their backfill of the
Hunter Lateral on their respective properties,including,but not limited to,any claims, costs, damages
and/or expenses incurred by or asserted against the District by adjoining property owners as the result of
drainage or seepage caused by the backfill and relocation of the Hunter Lateral by MDC and CITY.
g. MDC and its successors and assigns shall be responsible for repair and maintenance
associated with the Hunter Lateral piped and relocated as part of this License Agreement, including
rehabilitation or replacement of the pipe and any boxes installed as part of said piping within ACHD's
right-of-way. Maintenance and repairs shall include,but not be limited to, all repairs necessary to
preserve the structural integrity of the ditch or lateral and its banks and unobstructed flow of water
through such portion of the ditch or lateral and prevent the loss of water from the portion of the ditch or
lateral within ACHD's right-of-way. If MDC shall fail in any respect to properly maintain and repair
such portion of the ditch or lateral,then the District, at its option,and without impairing or in anyway
affecting its other rights and remedies hereunder, shall have the right to perform the necessary
maintenance and repairs and MDC agrees to pay to the District,on demand,the cost or expense which
shall be reasonably expended or incurred by the District for such purposes. The District shall give
reasonable notice to Licensee prior to the District's performing such maintenance,repair or other work
except that in cases of emergency the District shall attempt to give such notice as reasonable under the
circumstances. Nothing in this paragraph shall create or support any claim of any kind by Licensee or
any third party against the District for failure to exercise the options stated in this paragraph, and MDC
shall,to the fullest extent permitted by Idaho law,indemnify,hold harmless and defend the District from
any claims made against the District arising out of or relating to MDC's obligation to maintain and repair
the ditch or lateral as provided in this paragraph except for claims arising solely out of the negligence or
fault of the District.
h. Licensee acknowledges and agrees that should the landscaping or other encroachments
need to be removed in order for the District to access,operate,maintain or repair the Hunter Lateral, it
shall be Licensee's obligation and cost of removing or replacing the landscaping and/or encroachments.
Licensee further agrees that the District shall not be liable for any damages which shall occur to the
landscaping or other encroachments in the reasonable exercise of the rights of the District in the course of
performance of maintenance or repair of the Hunter Lateral.
i. Piping and relocation of the Hunter Lateral, and anything affecting the channel of the
Hunter Lateral, shall be completed during the non-irrigation season and construction shall not commence
prior to October 15,2023 and shall be completed prior to March 15,2024. All other construction not
affecting the channel of the Hunter Lateral shall be completed within one year of the date of this
Agreement. Time is of the essence.
LICENSE AGREEMENT- 11
226431 JB/HH
' = ADA COUNTY RECORDER J.DAVID NAVARRO 1
0018E IDAHO 031131/13 04:17 PM
t DEPUTY Joanne Hooper
RECORDED
Pioneeroneer IIIIIIIIII Rill 11IIIIIIIIIIIIIIIIIIII
Amnui r inn 103041454
A Pioneer Company
PIONEER TITLE COMPANY
OF ADA COLWn
821 W.State St./Boise,Idaho 83702
(208)373-3744
CORPORATE WARRANTY DEED
FOR VALUE RECEIVED,
Farmers and Merchants State Bank
a corporation duly organized and existing under the laws of the State of Idaho,grantor,does hereby Grant,Bargain,
Sell and Convey unto
City of Meridian,a municipal corporation
whose address is: 33 East Idaho,Meridian,.fb 83642,grantee,the following described real estate,to-wit:
Lots 1,2,3,4 and 5 in Block 2 of Amended Plat of Rowan Addition to Meridian,according to the official plat
thereof,filed in Book 2 of Plats at Page 52,official records of Ada County,Idaho.
SUBJECT TO current years taxes, irrigation district assessment, public utility easements, subdivision,
restrictions,U.S.patent reservations,easements of record and easements visible upon the said premises.
TO HAVE AND TO HOLD The said premises,with their appurtenances unto the said Grantee,his heirs and
assigns forever. And the said Grantor does hereby covenant to and with the said Grantee,that it is the owner in a fee
simple of said premises;that they are free from all encumbrances and that it will warrant and defend the same from
all lawfiil claims whatsoever.
IN WITNESS WHEREOF, The Grantor, pursuant to a resolution of its Board of Directors has caused its
corporate name to be hereunto subscribed by its officers this 26th day of February,2003.
Farmers an ants State Bank
Ems/
STATE OF IDAHO,County of Ada,ss. /
On this 26th d�mary,in the year of 2003,before me the undersigned,a notary public,personal] tt 6 2 0&.
appeared mrr}Grnjan known or identified to me to be the Ir �f iV.0 1/ec, of
the corporate that executed the instrument or the person/persons who ex uted the instrument on behalf of said
corporation,and acknowledged to me that such corporation execute same.
L.Blosch
;& 0~ �O, No Public of IDAHO
"Or 'Tcnr '. R idingat Boise,Idaho
mmission expires: March 17,2003
A
r"a GBLtC >a
Op IDAa�.`°����.
Exhibit A-1 , page 1
ADA COUNTY RECORDER Christopher D.Rich AMOUNT 10.00 3
SOME IDAHO 08131/11 01:16 PM
RDEPUTY V1cW Allen
ECORDED REQUEST OF II I I IIII II III IIIIIIII IIIII III III I I III
Borton Lew 111070612
RECORDING REQUESTED BYAND
WHEN RECORDED RETURN TO:
Joe Borton
Borton Lakey Law Offices
1310 N. Main St.
Meridian,1D 83713
(Space Above For Recorder's Use)
QUITCLAIM DEED
For good and valuable consideration the receipt of which is hereby acknowledged, The
Meridian Development Corporation, the Urban Renewal Agency for the City of Meridian,
("Grantor"), does hereby release and forever quitclaim unto The Meridian Development
Corporation,the Urban Renewal Agency for the City of Meridian ("Grantee"),whose address is
33 East Broadway Ave., Meridian, Idaho 83642,and its heirs, successors and assigns forever, all
right, title and interest which Grantor now has or may hereafter acquire in the real property
situated in Ada County, State of Idaho, and more particularly described on Exhibit"A"attached
hereto and incorporated by this reference;
TO HAVE AND TO HOLD, all and singular the said real property,
together with all appurtenances, tenements, hereditaments, reversions,
remainders, rents, issues, profits, rights-of-way, and water rights in
anywise appertaining to the real property herein described, as well in law
as in equity,unto Grantee,and to its heirs,successors and assigns forever.
WITNESS the hand of said Grantor this 3 k day of ,20_1L.
Grantor:
MERIDIAN DEVELOPMENT CORPORATION
By: Q.
J&Pipal,Chairman
Quitclaim Deed—Pg. I
Exhibit A-1 , page 2
STATE OF IDAHO )
)ss.
County of Ada )
On this 211�tday of 20 11 , before me a notary public,
personally appeared Julie Pipal,known r identified to me,to be the Chairman of the corporation
that executed the instrument or the person who executed the instrument on behalf of said
corporation,and acknowledged to me that such corporation executed the same.
4 S y
LOTA RA?k, y Notary ublic for I aho
? �•` Residing at: ,Idaho
pU B LAG .r Commission Expires:
OF ;.••••
Quitclaim Deed—Pg.2
Exhibit A-1 , page 3
EXHIBIT A
BOUNDARY DESCRIPTION
FOR
MERIDIAN DEVELOPMENT CORPORATION
PARCEL l
A parcel located in Government Lot 3 and the NE Y.of the SW`/4 of Section 7,Township 3
North,Range 1 East,Boise Meridian,and being Lot 9 of Block 6 of the AMENDED PLAT OF
TOWNSITE OFMERIDIAN as shown in Book 1 of Plats at Page 30 in the office of the Recorder,
Ada County,Idaho and Lots 6,7,8,9 and 10 of Block 2 of the AMENDED PLAT OFROWAN
ADDITION as shown in Book 2 of Plats at Page 52 in said office of the Recorder, more
particularly described as follows:
BEGINNING at a 518 inch diameter iron pin marking the southeasterly corner of said Lot 10;
Thence N 88°42'24"W along the southerly boundary of said Lot 9 of Block 6 and Lots 6,7,8,9
and 10 of Block 2 a distance of 195.76 feet to a 5/8 inch diameter iron marking the southwesterly
comer of said Lot 9 of Block 6;
Thence N 0'28'34"F,along the westerly boundary of said Lot 9 of Block 6 a distance of 120.10
feet to a 518 inch diameter iron pin marling the northwesterly comer of said Lot 9 of Block 6;
Thence S 88°42'46"E along the northerly boundary of said d,ot 9 of Block 6 and Lots 6,7,8.9
and 10 of Block 2 it distance of 197.62 feet to a 5/8 inch diameter iron pin marking the
northeasterly corner of said Lot 10;
Thence S 1121'54"W along the easterly boundary of said Lot 10 a distance of 120.11 feet to the
POINT OF BEGINNING.
This parcel contains 0542 acres and is subject to any easements existing or in use.
Prepared by: Glenn K.Bennett,PIS �R b
Civil Survey Consultants,lacorpomtad
June 272 2011
F 5Qd1
4
of 0
OIL
Quitclaim Deed-Pg.3
Exhibit A -1 , page 4
• WXRRANTY Deno 2517000, 76
FCC value Mveivod
SAWE C. IU1 WIN, a uldar, forrrrly Y.rr.%m as &Mjyr c. f:l]Jdp, also
hereirofter referred to an Crantar, dots lourb/grant, bnrrtlin, r-11, and awrwor/ant,o
CM of MUDIAV
hereinafter rafer•rrd to ac crarace. utwr.e cur rem ad*vrr in
33 GWA M17 -5-MM:
the fol lwinq dmc ribr�d prrs:ir.Gt, to-wit:
I,ot. 5 and 10, ad the lkrh 90 feet of Lot 6. 7 and 8, and Me L.irt
8.5 fact of the South 30 fact of LaG 6. ALL in Ulm* 6 of the ArrlrSal
Plat of the OR CUU%L•l bectrr8 CV PURIDIAt, as sho.an an the pf f iCial
plat therwf, f I lad in W&. l ct Plats at Patti Ia, off 1cial ems,
Ada Oowity, Idaho.
70 HAVE AND 70 "DW the said pmnizen. with their app=tr vxm trto the said
Grantee, his heirs arts a;=19nc fare-.rr. Ard the said Gr'anuar 4cp- harvW ccPim-vjt
to and with the raid Crantoe, that Cra:dw is the aftr in fte M2411e Of slid
prmises; that said prmises are fran rron all escumbranoc•= cmmpe current yearn
taxes, levies, and a=&—t--t✓zts, and cmnpt U. S. Patont rmpxvatiaw, justrictiorr3,
easmmts of rn= , and orAmwnts visible upcn the presort-. and that Grartac wilt
warrant and dafcrd the rsia�- frcn all clainG tSoY.�t,
Doted: Kumh _, M3.
i 5 5
FIRST 1J.+ZR1CAN TITLE CO.
SMTE OF ILIAID 1 '93 MR 3 PA 11 07
sL
wearer OF ADA f
On This r. diay of PUrch. in the year I`Pl3, Ware rye, a lk*.vy Public
in and tar said state. per=olly aipwrad &MLYE e. 161i3'fSi, rrrwn or 1cir-v7tifica to
me to ba the perr4m Lime ikv are sui5r:rr1brd to the within Instrawftf, am
acicrovl to ac that tha/ czaytod the tame.
- r
iZFarj Public for Idaho
ft1dUq at Mae, Idaho
J O�
Oxrirsic n b*ircn: bn2Y M 21, 149S
3 s KIT •A i
N
Jr 0.
A z
L
Ly GBLtC
op I
First American Title Company of Idaho
Exhibit A-1 , page 5
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