HomeMy WebLinkAboutSewer Service Agreement with Coleman Homes, LLC for Cabella Creek Subdivision Pumping Station (2)Page 1 of 3
Tara Green
From: Jeremy Ladle [JeremyLadle@givenspursley.com]
Sent: Thursday, June 11, 2009 3:17 PM
To: 'Christine Allen'
Cc: 'thomas@mycolemanhome.com'; Tara Green; Ted Baird; Cori Barrera
Subject: FW: Agenda Item for Consent Agenda next week [IWOV-GPDMS.FID221639]
Attachments: Sewer Service Agreement GP04.PDF
Christine:
Can you coordinate getting Thomas's signature to the attached today before he leaves or sometime on Monday. I
am supposed to get the original Tara Green, the City of Meridian's Deputy Clerk, on Monday, so the partially
executed original can be presented to the Mayor on Tuesday for signature. Once Thomas has signed we can
have a runner stop by and pick up the original and take it to Tara or you can drop it by -let me know your
preference.
Thanks
Jeremy
Jeremy G. Ladle
Givens Pursley LLP
601 W. Bannock St.
PO Box 2720
Boise, Idaho 83701
(208)388-1283
(2os) 388-1300 (fax>
CONFIDENTIALITY NOTICE: This a-mail contains confidential information that is protected by the
attorney-client and/or work product privilege. It is intended only for the use of the individual(s) named
as recipients. If you aze not the intended recipient of this a-mail, please notify the sender, please do not
deliver, distribute or copy this a-mail, or disclose its contents or take any action in reliance on the
information is contains.
Circular 230 Disclosure: To ensure compliance with IRS Circular 230, we inform you that any federal
tax advice included in this communication (including attachments) is not intended or written to be used,
and it cannot be used, for the purpose of (i) avoiding the imposition of federal tax penalties or (ii)
promoting, mazketing or recommending to another party any transaction or matter addressed herein:
From: Ted Baird [mailto:tbaird@meridiancity.org]
Sent: Thursday, June 11, 2009 3:10 PM
To: Jeremy Ladle
Cc: Tara Green
Subject: RE: Agenda Item for Consent Agenda next week [IWOV-GPDMS.FID221639]
6/11/2009
Page 2 of 3
Jeremy: Can you have Mr. Coleman execute the agreement on Monday and have an original delivered to Tara
so that we can present the partially executed agreement to the Mayor? Also, please coordinate getting a copy of
the fully executed agreement from Tara. Thanks.
From: Jeremy Ladle [mailto:JeremyLadle@givenspursley.com]
Sent: Thursday, June il, 2009 3:02 PM
To: Ted Baird; Tara Green
Cc: Scott Steckline; 'thomas@mycolemanhome.com'; Joseph Uberuaga; 'Kelly Barbour'
Subject: RE: Agenda Item for Consent Agenda next week [IWOV-GPDMS.FID221639]
Tara:
At Ted Baird's request, please find attached an execution version of the Sewer Service Agreement
between the City of Meridian and Coleman Homes LLC. From what I understand, this agreement
needed to be to you today by Spm so it can be signed by the Mayor at next Tuesday's meeting.
Please let me know if you have any problems opening the attachment.
Thank you,
Jeremy
Jeremy G. Ladle
Givens Pursley LLP
601 W. Bannock St.
PO Box 2720
Boise, Idaho 83701
(208)388-1283
(208) 388-1300 (fax)
CONFIDENTIALITY NOTICE: This e-mail contains confidential information that is protected by the
attorney-client and/or work product privilege. It is intended only for the use of the individual(s) named
as recipients. If you are not the intended recipient of this a-mail, please notify the sender, please do not
deliver, distribute or copy this a-mail, or disclose its contents or take any action in reliance on the
information is contains.
Circular 230 Disclosure: To ensure compliance with IRS Circular 230, we inform you that any federal
tax advice included in this communication (including attachments) is not intended or written to be used,
and it cannot be used, for the purpose of (i) avoiding the imposition of federal tax penalties or (ii)
promoting, marketing or recommending to another party any transaction or matter addressed herein.
From: Ted Baird [mailto:tbaird@meridiancity.org]
Sent: Thursday, June 11, 2009 2:33 PM
To: Tara Green
Cc: Jeremy Ladle; Scott Steckline
6/11 /2009
Page 3 of 3
Subject: Agenda Item for Consent Agenda next week
Tara: Please put a placeholder on next Tuesday's consent agenda for the following document, to be delivered to
you by the end of the day (Jeremy, you can send your pdf document to Deputy Clerk Tara Green by replying to
this email)
Sewer Service Agreement between Ci of Meridian and Coleman Homes_LLC at Cabella Creek Subdivision
Thanks!
6/11/2009
Page 1 of 2
Tara Green
From: Jeremy Ladle [JeremyLadle@givenspursley.com]
Sent: Thursday, June 11, 2009 3:02 PM
To: Ted Baird; Tara Green
Cc: Scott Steckline; 'thomas@mycolemanhome.com'; Joseph Uberuaga; 'Kelly Barbour'
Subject: RE: Agenda Item for Consent Agenda next week [IWOV-GPDMS.FID221639]
Attachments: Sewer Service Agreement GP04.PDF
Tara:
At Ted Baird's request, please find attached an execution version of the Sewer Service Agreement
between the City of Meridian and Coleman Homes LLC. From what I understand, this agreement
needed to be to you today by Spm so it can be signed by the Mayor at next Tuesday's meeting.
Please let me know if you have any problems opening the attachment.
Thank you,
Jeremy
Jeremy G. Ladle
Givens Pursley LLP
601 W. Bannock St.
PO Box 2720
Boise, Idaho 83701
(208)388-1283
(208) 388-1300 (fax)
CONFIDENTIALITY NOTICE: This e-mail contains confidential information that is protected by the
attorney-client and/or work product privilege. It is intended only for the use of the individual(s) named
as recipients. If you are not the intended recipient of this a-mail, please notify the sender, please do not
deliver, distribute or copy this a-mail, or disclose its contents or take any action in reliance on the
information is contains.
Circular 230 Disclosure: To ensure compliance with IRS Circular 230, we inform you that any federal
tax advice included in this communication (including attachments) is not intended or written to be used,
and it cannot be used, for the purpose of (i) avoiding the imposition of federal tax penalties or (ii)
promoting, marketing or recommending to another party any transaction or matter addressed herein.
From: Ted Baird [mailto:tbaird@meridiancity.org]
Sent: Thursday, June 11, 2009 2:33 PM
To: Tara Green
Cc: Jeremy Ladle; Scott Steckline
6/11/2009
Page 2 of 2
Subject: Agenda Item for Consent Agenda next week
Tara: Please put a placeholder on next Tuesday's consent agenda for the following document, to be delivered to
you by the end of the day (Jeremy, you can send your pdf document to Deputy Clerk Tara Green by replying to
this email)
Sewer Service Agreement between Citv of Meridian and Coleman Homes LLC at Cabella Creek Subdivision
Thanks!
6/11/2009
SEWER SERVICE AGREEMENT
Parties: 1. City of Meridian
2. Coleman Homes LLC
THIS SEWER SERVICE AGREEMENT ("Agreement") is made and entered into
this day of June, 2009, by and between City of Meridian, a municipal corporation of the
State of Idaho (hereinafter called "City") and Coleman Homes LLC, an Idaho limited liability
company, whose address is 1025 S. Bridgeway Place #280, Eagle, Idaho 83616 (hereinafter
"Coleman").
RECITALS
WHEREAS, Coleman is the prospective purchaser of the Cabella Creek Subdivision
located at the Northeast Corner of Mesa Way and East Victory Road, situated in a portion of the
SE '/a of T.3N., R.IE., Section 19, Boise Meridian, Ada County, Idaho as legally described in
Exhibit A, attached hereto and incorporated herein; and
WHEREAS, as a condition of approval of the Final Plat of Cabella Creek Subdivision
(FP-06-044) ("Final Plat") the owner/developer of the subdivision is responsible to provide
sewerability to the subdivision through the installation of a temporary off-peak sanitary sewer
pumping station in a location designated by the Public Works Department; and
WHEREAS, the current owner of the Cabella Creek Subdivision, ATM Development
LLC ("ATM"), has provided a letter of credit to assure construction of the sanitary sewer
pumping station; and
WHEREAS, Coleman will become responsible for the construction of the sanitary sewer
pumping station when and if it assumes ownership of the Cabella Creek Subdivision; and
WHEREAS, City and Coleman have agreed on an alternative and permanent plan, in lieu
of the installation of a temporary off-peak sanitary sewer pumping station, to provide the
required sewer capacity to the Cabella Creek Subdivision, to wit: The construction of an
extension of the Black Cat Sewer Line; and
WHEREAS, Coleman has agreed to provide funding for its proportionate share of the
extension of the Black Cat Sewer Line to provide sewerability to the Cabella Creek Subdivision;
and
SEWER SERVICE AGREEMENT - 1
Sewer Service Agreement GP04
WHEREAS, in exchange for an agreement by the City to continue to provide sewer
services to the Cabella Creek Subdivision, Coleman desires to enter into this Agreement to
memorialize its agreement to the substitution of its participation in funding the extension of the
sewer line, if it purchases the available property within the Cabella Creek Subdivision, to satisfy
the condition of approval on the Final Plat requiring construction of the temporary pumping
station; and
WHEREAS, this agreement shall not have any force or effect if Coleman does not take
ownership of the Property on or before June 26, 2009, or such other date agreed upon by
Coleman and ATM (but no later than February 29, 2010), so that City can cash the surety
currently in place by ATM Development.
AGREEMENT
NOW, THEREFORE, in consideration of the covenants and conditions set forth herein,
which the parties agree are good and adequate consideration, the parties agree as follows:
1. INCORPORATION OF RECITALS. That the above recitals are contractual
and binding, true and correct, and are incorporated herein as if set forth in full.
2. DEFINITIONS. For all purposes of this Agreement the following words, terms,
and phrases herein contained in this section shall be defined and interpreted as herein provided
for, unless the clear context of the presentation of the same requires otherwise:
(a) City means and refers to the City of Meridian, a party to this Agreement,
which is a municipal Corporation and government subdivision of the State of Idaho, organized
and existing by virtue of law of the Slate of Idaho, whose address is 33 East Broadway Avenue,
Meridian, Idaho 83642.
(b) Owners/Developers means and refers to Coleman Homes LLC, whose
address is 1025 S. Bridgeway Place #280, Eagle, Idaho 83616, the party that is contemplating the
purchase of said Property and shall include any subsequent owner(s) or developer(s) of the
Property.
(c) Property means and refers to that certain parcel(s) of Property located in
the County of Ada, City of Meridian as described in Exhibit A and by this reference incorporated
herein as if set forth at length.
3. AGREEMENTS REGARDING PROVISION OF SEWER SERVICES.
(a) Payment of Proportionate Share. Coleman shall make aone-time
payment of its proportionate share of the extension of the Black Cat Sewer Line to provide
sewerability to the Cabella Creek Subdivision, which amount shall not exceed One Hundred
Sixteen Thousand Two Hundred Eighty One Dollars and 27/100ths ($116,281.27) ("Coleman
Sewer Contribution").
(b) Agreement to Provide Sewer Services; Satisfaction of Condition. In
exchange for the Coleman Sewer Contribution, the City shall continue to provide necessary
sewer services to the Cabella Creek Subdivision and the lots located therein. Furthermore, the
SEWER SERVICE AGREEMENT - 2
Sewer Service Agreement GP04
City accepts the Coleman Sewer Contribution in satisfaction of its condition of approval on the
Final Plat for the Cabella Creek Subdivision that the Owner/Developer of the Property install a
temporary off-peak sanitary sewer pumping station in a location designated by the City's Public
Works Department.
4. CLOSING OF REAL ESTATE PURCHASE AND SALE TRANSACTION.
The terms of this agreement are expressly conditioned upon Coleman's purchase of the Property
on or before June 26, 2009, or such other date agreed upon by Coleman and ATM. If the
ownership of the property has not transferred to Coleman by June 26, 2009, or such other date
agreed upon by Coleman and ATM (but no later than February 29, 2010), the parties agree this
Agreement shall be rescinded and the promises contained herein shall be null and void.
5. SURETY OF PERFORMANCE. Coleman agrees to provide surety in the form
of irrevocable letters of credit, cash deposits, or certified check, as allowed under Meridian City
Code § 11-5-C, to insure that installation of the improvements which the Owner/Developer
agrees in writing to provide. The amount of surety required for the Cabella Creek Subdivision
portion of the extension of the Black Cat Sewer Trunk is $116,281.27.
6. NOTICES. Any notice under this Agreement shall be in writing and be delivered
in person or by public or private courier service (so long as such services provide written
confirmation of delivery) (including U.S. Postal Service Express Mail) or certified mail, return
receipt requested. Any notice given by registered or certified mail shall be sent with return
receipt requested. All notices shall be addressed to the parties at the addresses contained herein
or at such other addresses as the parties may from time to time direct in writing. Any notice shall
be deemed to have been given on (a) actual delivery or refusal, or (b) three (3) business days
after mailing by registered or certified mail.
If to City: City of Meridian
Attention: City Clerk
33 East Broadway Avenue
Meridian ID 83642
With copy to: Attention: Ciry Attorney
33 East Broadway Avenue
Meridian ID 83642
If to Coleman: Coleman Homes LLC
Attention: Thomas M. Coleman, Jr.
1025 S. Bridgeway Place, Suite 280
Eagle, Idaho 83616
With a copy to: Givens Pursley, LLP
Attention: Jeremy G. Ladle
601 West Bannock Street
Boise, Idaho 83702
SEWER SERVICE AGREEMENT- 3
Sewer Service Agreement GP04
7. ATTORNEY FEES. Should any litigation be commenced between the parties
hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other
relief as may be granted, to court costs and reasonable attorney fees as determined by a Court of
competent jurisdiction, including reasonable attorneys' fees on appeal. This provision shall be
deemed to be a separate contract between the parties and shall survive any default, termination or
forfeiture of this Agreement.
8. TIME IS OF THE ESSENCE. The parties hereto acknowledge and agree that
time is strictly of the essence with respect to each and every term, condition and provision
hereof, and that the failure to timely perform any of the obligations hereunder shall constitute a
breach of and a default under this Agreement by the other party so failing to perform.
9. BINDING UPON SUCCESSORS. This Agreement shall be binding upon and
inure to the benefit of the parties' respective heirs, successors, assigns and personal
representatives, including City's corporate authorities and their successors in office. Nothing
herein shall in any way prevent sale or alienation of the Property, or portions thereof. City
agrees, upon written request of Owner/Developer, to execute appropriate and recordable
evidence of termination of this Agreement if City, in its sole and reasonable discretion, had
determined that Owner/Developer has fully performed its obligations under this Agreement.
10. INVALID PROVISION. If any provision of this Agreement is held not valid by
a court of competent jurisdiction, such provision shall be deemed to be excised from this
Agreement and the invalidity thereof shall not affect any of the other provisions contained
herein.
11. RECORDING. The parties acknowledge and agree not to cause or permit the
recording of this Agreement or any portion thereof prior to the purchase of the Property by
Coleman.
12. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall constitute an original, but all together shall constitute one and the same Agreement.
13. ENTIRE AGREEMENT. This Agreement embodies the entire agreement
between the parties hereto with respect to the subject matter hereof. No extension, change,
modification or amendment to or of this Agreement of any kind whatsoever shall be made or
claimed by the City or Coleman, and no notice of any extension, change, modification or
amendment made or claimed by the City or Coleman shall have any force or effect whatsoever
unless the same shall be endorsed in writing and be signed by the party against which the
enforcement of such extension, change, modification or amendment is sought, and then only to
the extent set forth in such instrument.
[End of Text]
SEWER SERVICE AGREEMENT - 4
Sewer Service Agreement GP04
IN WITNESS WHEREOF, the parties have herein executed this Agreement and made it
effective as hereinabove provided.
OWNER/DEVELOPER COLEMAN HOMES LLC
By:
Thomas M. Coleman
STATE OF IDAHO )
ss.
County of Ada )
On this day of , 2009, before me, the undersigned, a Notary Public
in and for said State, personally appeared Thomas M. Coleman, known or identified to me to be
the person who signed the above and acknowledged to me that he executed the same on behalf of
said organization
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
(SEAL)
Notary Public for Idaho
Residing at
My commission expires
SEWER SERVICE AGREEMENT - 5
Sewer Service Agreement GP04
CITY
STATE OF IDAHO )
ss.
County of Ada )
CITY OF MERIDIAN
By:
On this day of , 2009, before me, the undersigned, a Notary Public
in and for said State, personally appeared ,known or
identified to me to be the person who signed the instrument on behalf of said City, and
acknowledged to me that such City 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.
(SEAL)
Notary Public for Idaho
Residing at
My commission expires
SEWER SERVICE AGREEMENT - 6
Sewer Service Agreement GP04
Exhibit A
Lots 3, 4, S, 6, 7 and 8, in Btock 1, Lots 2, 3, 4, 5, 6, J, 8; 9, IQ I1, 12, 13, Id, l i, 16, 1 J, 16, 14, 20, 2l, 22, 23, 24, 2g,
2b, 2J,. 2$ and 24, in.Biock 2, Lots 1, 2 ,and 3 in black 3, Lot 3 na Block 4, Lats 3, d, 5, 6 and 7, Block 6 of Cahalla
Creek 5ubdivs"aicn , attotding to tlto plat dtareaf, filtd in Book 160 aPPlats ai Pages 12949 that 13004, and as atuended
by Aft-idavit recorded ?ufamh I8, 2008 as Instrument N_ 10803122$, retards of Ada County, Idalrn.
SEWER SERVICE AGREEMENT - 7
Sewer Service Agreement GP04