HomeMy WebLinkAboutEndurance Holdings Cost of moving Silo C�
fIEN .D L4,,
MEMO TO CITY COUNCIL
Request to Include Topic on the City Council Consent Agenda
From: Mike Barton, Parks &Recreation Meeting Date: January 21, 2025
Presenter: Consent Agenda Estimated Time: Consent Agenda
Topic: Agreement For Disassembly, Transport and Ownership
Of Historic Double Silo Barn Components
Background:
Per the conditions of approval for H-2023-0045, Endurance Holdings is required to save a Double
Silo structure that is located on their property. The attached agreement that was prepared by our
Legal team defines the process by which Endurance Holdings will fulfill this condition.
Council Action:
Approve this agenda item authorizing the Mayor to sign the attached agreement
AGREEMENT FOR DISASSEMBLY, TRANSPORT,AND OWNERSHIP
OF HISTORIC DOUBLE-SILO BARN COMPONENTS
This AGREEMENT FOR DISASSEMBLY, TRANSPORT,AND OWNERSHIP OF
HISTORIC DOUBLE-SILO BARN COMPONENTS ("Agreement") is made effective this
day of __, 2024 ("Effective Date"), by and between the City of Meridian, a municipal
corporation organized under the laws of the State of Idaho ("City"), and Endurance Holdings LLC,
a limited liability company organized under the laws of the State of Idaho ("Developer"). City and
Developer may be collectively referred to as "Parties."
WHEREAS, Developer owns property located at 820 S. Black Cat Road, in Meridian,Ada
County parcel no. S 1215325450 ("Property"), a 27-acre parcel that was formerly the site of Black
Cat Farm, which included an historically significant double-silo barn structure, built in
approximately 1917, as generally depicted in Exhibit A ("Barn"), which Barn is also owned by
Developer;
WHEREAS, Developer filed with City application no. H-2023-0045, requesting
Annexation, Rezone and Preliminary Plat approval for Farnstone Crossing Subdivision, to be built
on the Property;
WHEREAS, Vanguard Way, a road necessary to serve the subdivision, will be extended
and constructed where the Barn currently sits, and the Ada County Highway District has determined
that it would be unsafe for the road to be constructed around the Barn or in another location;
WHEREAS, Developer has agreed to disassemble the Barn; and to label, package, and
move its components, including the beams, trusses, framing, chutes, steel bands, and bricks
("Components") to the Meridian Parks and Recreation Department's maintenance facility, located
at 1700 E. Lanark Street, Meridian, Idaho, and to place them in an area in the outdoor yard of the
maintenance facility to be identified by the Park Superintendent("Facility");
WHEREAS,with this condition, on May 7, 2024, Meridian City Council approved the
annexation of the Property into Meridian; and
WHEREAS, this Agreement is intended to establish the terms and conditions of such
disassembly and storage of the Components, and the Parties' respective responsibilities regarding
same;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
I. DEVELOPER'S RESPONSIBILITIES.
A. Move Components to Facility. Developer shall disassemble, label, package, and move the
Components from the Property to the Facility, at Developer's sole expense.
B. Convey ownership of Components. Developer shall convey to City ownership of the
Components. The transfer of ownership shall occur upon Developer's delivery of all
Components to Facility.
AGREEMENT FOR TRANSPORT AND OWNERSHIP OF DOUBLE SILO COMPONENTS PAGE 1
C. Convey lot. Within thirty (30) days of recording of the final plat for the Property, Developer
shall convey to City a parcel in the southeastern part of the Property ("Lot"), which Lot shall
be of adequate size to reconstruct the Barn using the Components and to provide required
setbacks. Developer's conveyance and City's ownership of the Lot shall be subject to the
following conditions:
1. Unless and until the Barn is reconstructed on the Lot, Developer shall be responsible for
maintenance of all portions of the Lot. Maintenance shall include proper irrigation,
pruning, pest control, and replacement of any and all required landscaping and
vegetation.
2. When the Barn is reconstructed on the Lot, Developer shall be responsible for
maintenance of all portions of the Lot exclusive of the Barn. Maintenance shall include
proper irrigation, pruning, pest control, and replacement of any and all required
landscaping and vegetation.
3. At all times, Developer shall keep the Lot free of any and all nuisance conditions, at
Developer's sole expense.
4. Prior to acceptance of the Lot, City shall order a Commitment for Title Insurance
covering the Lot. At closing, City shall purchase a title insurance policy, in the insured
amount of the market value of the Lot. Developer shall either directly pay the title
company fbr such policy, or within thirty (30) days of City's mailing of invoice,
Developer shall reimburse City for the cost of such title insurance policy.
5. At Developer's sole expense, Developer shall obtain a professional market value
valuation of the Lot and shall provide such valuation to City.
6. The instrument conveying the Lot shall be a warranty deed and shall provide that:
a. If the Barn is not constructed on the lot by December 31, 2034, the Lot will
revert to Developer or to Developer's successor in interest. In such event, the
City shall prepare and convey a quitclaim deed conveying the Lot to Developer
or to Developer's successor in interest.
b. Unless and until the Barn is reconstructed on the Lot, Developer shall be
responsible for maintenance of all portions of the Lot. When the Barn is
reconstructed on the Lot, Developer shall be responsible for maintenance of all
portions of the Lot exclusive of the Barn. Maintenance shall include proper
irrigation, pruning, pest control, and replacement of any and all required
landscaping and vegetation. At all times, Developer shall keep the Lot free of
any and all nuisance conditions, at Developer's sole expense.
c. Developer will convey good title to the Lot, and shall certify that the Lot is free
and clear of:
1) Any liens or other encumbrances, other than those required by City;
2) Any lawsuits, condemnation proceedings, administrative proceedings or
environmental investigations, either pending or threatened;
3) Any special assessments or other obligations or improvements;
4) Any parties in possession of any portion of the Lot as lessees, licensees,
tenants at sufferance or trespassers;
5) Any other occupancy agreements or other contracts, written or oral, express
or implied;
6) Any pending or threatened violations of any applicable laws, ordinances,
regulations, statutes, rules, or restrictions;
AGREEMENT FOR TRANSPORT AND OWNERSHIP OF DOUBLE SILO COMPONENTS PAGE 2
7) Any hazardous material, substance or waste, whether liquid, solid, gaseous or
otherwise,whether located in,upon, or under the Lot;
8) Any ground or surface waters or water courses, whether on or under the Lot,
which make impracticable reconstruction of the Barn on the Lot; and
9) Any prior use for storage, disposal, manufacture, generation, whether as a by-
product or otherwise, of any hazardous or toxic substance.
d. If, at any time prior to December 31, 2034, City discovers any defects in the
conditions enumerated above City may, in City's sole discretion, prepare and
convey a quitclaim deed conveying the Lot to Developer or to Developer's
successor in interest.
7. Developer shall pay all closing costs and/or costs related to the conveyance of property
under this Agreement. If City incurs any such costs,within thirty(30) days of City's
mailing of invoice, Developer shall reimburse City in the amount of such costs.
8. The obligations of City under this Agreement are, at City's sole option, subject to the
satisfaction of the following conditions:
a. Developer's representations and warranties are true, complete, and accurate as of
the date of this Agreement and as of the date of closing.
b. Developer has perfonmed all obligations, covenants, and agreements to be
performed before closing as set forth in this Agreement or as may be necessary.
c. A title company is prepared to issue a title insurance policy to City in accordance
with the provisions of section I.C.4 of this Agreement.
D. Certifications. Developer hereby certifies that, except as may be disclosed in writing to City
before closing:
1. To Developer's knowledge, Developer is not required to obtain the approval or consent
of any person, firm, or other entity to pen-nit Developer to consummate the transactions
contemplated by this Agreement.
2. To Developer's knowledge, Developer owns and possesses all rights, title, and interest in
and to the Components and the Lot.
3. There is no equitable, legal, or administrative suit, action, arbitration, or other
proceeding pending or threatened against or affecting Developer, the Components, or the
Lot.
II. CITY'S RESPONSIBILITIES.
A. Acceptance. Upon Developer's delivery of the Components to Facility, City shall accept
the Components and ownership thereof. Upon such acceptance, City shall bear all costs,
risks, and responsibilities of ownership of the Components.
B. Storage of Components. Following City's acceptance of the Components, City shall own
and may store the Components at Facility. The Parties acknowledge that the Components
may be stored outdoors, without cover, and on an unimproved surface.
II. GENERAL TERMS.
A. Term. This Agreement shall be effective as of the Effective Date, and shall remain in effect
until all December 31, 2025, or until Developer's completion of all responsibilities set forth
in this Agreement,whichever is later.
AGREEMENT FOR TRANSPORT AND OWNERSHIP OF DOUBLE SILO COMPONENTS PAGE 3
B. Assumption of risk. Developer acknowledges that provision of services under this
Agreement may carry a risk of injury, illness, and/or death, some of which risks may be
unknown, and, with that knowledge, Developer hereby assumes all such risks and hazards.
C. Indemnification. Developer shall fully indemnify, hold harmless and defend and City from
and against all claims, demands, actions,suits, damages, liabilities, losses, settlements,
judgments, costs, expenses (including but not limited to reasonable attorney's fees), or
injury to persons or property, whether or not involving a third party claim, which arise out of
or relate to any act or omission of in carrying out Developer's responsibilities under this
agreement. The limits of Developer's insurance shall not be deemed a limitation of the
covenants to indemnify and save and hold harmless City; and if City becomes liable for an
amount in excess of the insurance limits herein provided due to the actions or omissions of
Developer or Developer's employees, agents, contractors, or invitees, Developer covenants
and agrees to indemnify and save and hold harmless City from and for all such losses,
claims, actions, or judgments for damages or liability to persons or property.
D. Insurance. Each party shall obtain all necessary insurance as may be required in order to
protect its respective insurable interests as may be related to its rights and obligations
described within this Agreement.
E. Waiver. Developer waives and releases, on behalf of Developer and Developer's heirs,
executors, administrators, assigns, and/or personal representatives, any and all claims and
recourse against City, including the right of contribution for loss and damage to persons or
property arising from, growing out of, or in any way connected with or incident to
Developer's performance of this Agreement, whether such loss or damage may be
attributable to known or unknown conditions, except for liability arising out of concurrent or
sole negligence of City or its officers, agents or employees.
F. Compliance with law. Throughout the course of this Agreement, the Parties shall comply
with any and all applicable federal, state, and local laws.
G. State of Idaho requirements. The following provisions, as applicable, are required by
Idaho law. The terms used in this provision shall have the definitions as set forth in the
respective Idaho Code provisions.
1. Pursuant to Idaho Code § 67-2346, Contractor certifies that Contractor is not currently
engaged in, and will not for the duration of this Agreement engage in, a boycott of goods or
services from Israel or territories under Israel's control.
2. Pursuant to Idaho Code § 67-2359, Contractor certifies that Contractor is not, and for the
duration of this Agreement will not be, a company currently owned or operated by the
government of China.
H. Time of the essence. The parties hereto acknowledge and agree that time is strictly of the
essence with respect to each and every term, condition and provision hereof, and that the
failure to timely perform any of the obligations agreed to hereunder shall constitute a breach
of, and a breach of this Agreement, by the party so failing to perform.
I. Binding on Successors. This Agreement shall be binding on the successors, administrators,
executors and assigns of all parties hereto.
AGREEMENT FOR TRANSPORT AND OWNERSHIP OF DOUBLE SILO COMPONENTS PAGE 4
J. Non-waiver. No waiver by either party operates as, or is to be construed as, a waiver in
respect of any failure, breach, or default not expressly identified by an express, written
waiver, whether of a similar or different character, and whether occurring before or after that
waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege
arising from this Agreement operates as, or is to be construed as, a waiver thereof; nor does
any single or partial exercise of any right, remedy, power, or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right, remedy, power, or
privilege.
K. Third-party beneficiaries. This Agreement is not intended to create, nor shall it in any
way be interpreted or construed to create, any third-party beneficiary rights in any person or
entity not a party hereto.
L. Assignment. Neither party shall sell, transfer, or assign its interest in this Agreement
without first providing written notice to the other party.
M. Notices. All notices, demands and requests required or desired to be given under this
Agreement must be in writing and shall be deemed to have been provided as of the date such
writing is mailed, via U.S. Mail, prepaid and addressed, if to Developer to Endurance
Holdings LLC, 1977 E. Overland Road, Meridian, ID 83642 or, if to City, to Meridian City
Clerk, 33 E. Broadway Avenue, Meridian, Idaho, 83642.
N. Entire agreement. This Agreement constitutes the entire understanding between the
Parties. This Agreement supersedes any and all statements, promises, or inducements made
by either party, or agents of either party, whether oral or written, and whether previous to the
execution hereof or contemporaneous herewith. The terms of this Agreement may not be
enlarged, modified or altered except upon written agreement signed by both parties hereto.
O. Agreement governed by Idaho law. The validity, interpretation, performance and
enforcement of this Agreement shall be governed by the laws of the State of Idaho,
including, without limitation, Article VIII, Section 3, of the Idaho Constitution. Venue shall
be in the courts of Ada County, Idaho.
P. Severability. If any provision of this Agreement is found by a court of competent
jurisdiction to be illegal, invalid, or unenforceable, the remainder of this Agreement shall
not be affected.
Q. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part of
hereof as if the exhibits were set forth in their entirety herein.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed
the day and year first written above.
DEVELOPER:
Endurance Holdings LLC
AGREEMENT FOR TRANSPORT AND OWNERSHIP OF DOUBLE SILO COMPONENTS PAGE 5
• k
By: 'Corey Barton, Member ,
Endurance Holdi g LLC
CITY:
City of Meridian ATTEST:
Robert E. Simison, Mayor 1/21/2025 Chris Johnson, City Clerk 1/21/2025
AGREEMENT FOR TRANSPORT AND OWNERSHIP OF DOUBLE SILO COMPONENTS PAGE 6
EXHIBIT A
f.
,i�•',. .,� � �41 �' J ;a J.' .fin
EAST ELEVATION
rJ 7N
a z'.
- �, �. . �. .. ''fcA,f�t✓Y_rMr l�i�R�: a � I ��;�,iJr r+vvz�. �'.
1. f�_IL'.1' .I: 1•• y"tt�. MMI '�. �• I... 1•
,R/737'ai uJ�lad�aJr. naTrtii.c.i�...�zL�tr.-� .'�xz7 ,—._i..:.�'.. .1 .M..•..
WEST ELEVATION
• East elevation has a rectangular opening for a window and a rectangular, three lite, side-by-side
window near the roof
• West elevation has a flush wood door and rectangular picture window
• North and south elevations have a silo on each side
• Silo walls are comprised of vertical, interlocking concrete staves, bound on the outside with iron
hoops
• Building connecting the silos is wood frame and has a concrete foundation and a driveway
AGREEMENT FOR TRANSPORT AND OWNERSHIP OF DOUBLE SILO COMPONENTS PAGE 7