HomeMy WebLinkAboutAgreement to Transfer Real Property Boise Research Center
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AGREEMENT
BOiSE 1D
THIS AGREEMENT (this "Agreement") made and entered into this 23~ay of ,;JiJ-l!J. ' 1996,
between the City of Meridian, a municipal corporation ("City"), or its ag~rp," arid Iroise~~sea;rc ~enter, Inc.,
an Idaho corporation ("BRC"). ~ 0 I I
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RECIT ALS:
A. BRC owns land in the vicinity of the existing City municipal golf course, which is more
particularly described on Exhibit A, attached hereto and made a part hereof, and is sometimes referred to
herein as the "Subject Real Property."
B. City intends to improve the Subject Real Property with an addition of approximately two golf
holes, including fairways, tees and greens (the "Addition") to the existing City municipal golf course.
C. BRC desires to transfer the Subject Real Property to City and City desires to have the Subject
Real Property transferred, subject to the terms and conditions contained herein.
D. City's Council has duly convened and reviewed this Agreement and determined that the
Agreement and the transfer of the Subject Real Property on the terms and conditions hereinafter set forth serve
the best interests of City.
NOW, THEREFORE, for valuable consideration, including the transfer of the Subject Real Property,
the receipt and sufficiency of which is hereby acknowledged and agreed, the recitals above, which are hereby
incorporated herein, and the mutual promises and agreements herein contained, the parties hereto agree as
follows:
1. AGREEMENT OF TRANSFER. BRC agrees to transfer and convey and City agrees to have
transferred and conveyed, subject to and upon the terms and cond itions herei nafter set forth, the land legally
described in Exhibit A.
2. TRANSFER. The transfer of the Subject Real Property shall occur on execution and delivery
of the Deed of Gift and this Agreement The delivery of the Deed of Gift and this Agreement shall take place
at the office of City's Attorney or Meridian City Hall. The Subject Real Property shall be transferred with a
deed substantially si m i lar to the deed of gift attached hereto as Exh i bit B and made a part hereof (the" Deed of
Gift"). Possession of the Subject Real Property shall be delivered to City upon delivery of the Deed of Gift
and this Agreement General real estate taxes shall be prorated as of the date of the Deed of Gift. Recording
fees shall be divided equally.
3. GOLF COURSE PLAN. City has commenced and shall continue, all at its cost and expense
(with assistance, donations and fees from others, which may include assignees of other land owned by BRC),
immediately following the delivery of the Deed of Gift and this Agreement, the construction of improvements
to the Subject Real Property (the "Golf Course Improvements") substantially in compliance with the general
scheme and layout for the Golf Course Improvements as provided on the plan, attached hereto as Exhibit C
and made a part hereof (the "Golf Course Planll). City has and shall be the general contractor in connection
with such Golf Course Improvements for the Addition in accord with the Golf Course Plan, or the City may
enter into contracts for the construction of the Golf Course Improvements on the Subject Real Property.
City shall have the right to make any reasonable modifications and/or changes to the Golf Course
Plan which are necessary to solve engineering, layout and/or design problems not reasonably foreseeable at
the time of execution of this Agreement, without BRC approval, provided BRC shall be informed of all such
changes and shall be entitled to immediately advise City of any concerns BRC may have regarding such
changes.
AGREEMENT - 1
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4. LONG-TERM MAINTENANCE AND OPERATION. The City acknowledges that the
maintenance and operation of the Addition as required by this Agreement is a material consideration to BRC.
Following the execution hereof, and the construction of the Golf Course Improvements on the Subject Real
Property, City or City's lessee of the Golf Course shall conduct and carry out the long-term maintenance and
operation of the Addition including, without limitation, golf course landscape maintenance. The maintenance
and operation of the Addition shall require, without limitation, that the City or its lessee operate and cause the
Addition to be used in accordance with the USGA Rules, shall prohibit uses of the Addition which are
inconsistent with its use as a Golf Course, shall be maintained as per USGA maintenance and operation
standards, as amended from time to time, and in a manner not inconsistent with that certain Agreement of
Lease, defined below. The maintenance and operation of the Golf Course Improvements on the Addition are
intended to preserve the natural appearance and beauty of the Addition and which will preserve the Addition
as a valuable asset and amenity to the City. City and BRC acknowledge that the municipal Golf Course is
leased, operated and maintained under that certain Agreement of Lease, dated October 3, 1978, as may be
amended, and agree that if there is a conflict between the terms, conditions and agreements of this Agreement
and the Agreement of Lease, as may be amended, the Agreement of Lease, as may be amended, shall control,
except that th is Agreement shall expi re after ten (10) years.
5. DEFAULT. REMEDIES: REMEDIES CUMULATIVE. In the event of a default hereunder, the
non-defaulting party shall be entitled to all rights and remedies available at law or in equity, including,
without limitations damages and equitable relief. Each right, power and remedy provided for herein or now
or hereafter existing in law, in equity, by statute or otherwise shall be cumulative and concurrent and shall be
in addition to every other right, power or remedy provided for herein or now or hereafter existing at law, in
equity, by statute or otherwise, and the exercise or beginning of the exercise or the forbearance of exercise by
any party of anyone or more of such rights, powers or remedies shall not preclude the simultaneous or later
exercise by such party of any or all of such other rights, powers or remedies. Provided, however, that BRC
shall provide City with sixty (60) days written notice of any alleged default, which notice shall provide the
specifics and detai Is of the alleged defau It.
6. ATTORNEYS' FEES. In the event of any controversy, claim or action being filed or instituted
between the parties to this Agreement to enforce the terms and conditions of this Agreement or arising from
the breach of any provision hereof, the prevailing party will be entitled to receive from the other party all
costs, damages, and expenses, including reasonable attorneys' fees, incurred by the prevailing party, whether
or not such controversy or clai m is I itigated or prosecuted to judgment. The prevai ling party wi II be that party
who was awarded judgment as a result of trial or arbitration.
7. WAIVER. No representation, warranty, covenant, term, agreement or condition or the
breach hereof shall be deemed waived except by written consent of the party against whom the waiver is
claimed, and any waiver of the breach of any representation, warranty, covenant, term, agreement or
condition shall not be deemed to be a waiver of any other representation, warranty, covenant, term,
agreement or condition herein. Acceptance by a party of any performance by another party after the time the
same shall have become due shall not constitute a waiver by the first party of the breach or default of any
such representation, warranty, covenant, term, agreement or condition unless otherwise expressly agreed to
by the fi rst party in writi ng.
8. ENFORCEMENT. The parties agree that this Agreement shall be construed under the laws of
the State of Idaho.
9. FORCE MAIEURE. Any prevention, delay or stoppage due to strikes, lockouts, labor
disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefore, governmental
restrictions, governmental regulations, governmental controls, enemy or hostile governmental action, civil
commotion fire or other casualty, and other causes beyond the reasonable control of the party obligated to
perform, shall excuse the performance by such party for a period equal to any such prevention, delay or
stoppage.
AGREEMENT - 2
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10. SEVERABILITY. If any term or provision of this Agreement shall, to any extent be determined
by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall not
be affected thereby, and each term and provision of this Agreement shall be valid and be enforceable to the
fullest extent permitted by law; and it is the intention of the parties hereto that if any provision of this
Agreement is capable of two constructions, one of which would render the provision void and the other of
which would render the provision valid, the provision shall have the meaning which renders it valid.
11. ENTIRE AGREEMENT. Except for the other written agreements described herein, this
Agreement embodies the entire agreement between the parties hereto and there shall be no oral agreements
existing between the parties relative to the subject matter hereof. This Agreement may only be amended by
written document executed by all of the parties hereto.
12. TIME OF THE ESSENCE. It is understood by the parties hereto that time is of the essence of
this Agreement.
13. ADDITIONAL ACTS. Except as otherwise provided herein, in addition to the acts and deeds
recited herein and contemplated to be performed, executed and/or delivered by the parties, the parties hereby
agree to perform, execute and/or del iver or cause to be performed, executed and/or del ivered any and all
such further acts, deeds and assurances as any party hereto may reasonably require to consummate the
transactions contemplated hereunder and/or the warranties, covenants, terms, agreements and/or conditions
contained herein.
14. HEADINGS. The headings contained in this Agreement are for reference purposes only and
shall not in any way affect the meaning or interpretation hereof.
15. SURVIVAL: BINDING EFFECT. The representations, warranties, covenants, terms,
agreements and conditions contained in this Agreement shalf survive the execution of this Agreement and the
delivery and recording of the Deed of Gift, and this Agreement shall not be merged therein, but shall remain
binding upon and for the parties hereto until fully observed, kept, performed or terminated. This Agreement
shall be binding upon and inure to the benefit of the parties hereto, all successor owners of record of all or
any part of the Subject Real Property, any and all assigns, lessees thereof and any successor municipal
authorities of City and successor municipalities for a period of ten (10) years from the date of completion of
construction of the Golf Course Improvements on the Subject Real Property.
16. NOTICE. Any notice or demand from or to the parties hereto shall be personally delivered
by special courier, or mailed by first class United States mail addressed to the address set forth below or such
other address as a party hereto shall have last designated by notice in writing to the other party as provided
herein. Notice shall be deemed delivered on the date actually received or two (2) days after mailing,
whichever is first.
If to BRC:
Boise Research Center, Inc.
12426 W. Explorer Dr., Suite 220
Boise, Idaho 83713
Attn: David Turnbull
If to City:
City of Meridian
911 Meridian St.
Meridian, ID 83642
Attn: City Attorney
AGREEMENT - 3
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17. CONSTRUCTION. All parties hereto have been represented by counsel in the course of the
negotiations for and the preparation of this Agreement; accordingly, in all cases, the language of this
Agreement will be construed simply, according to its fair meaning, and not strictly for or against any party.
18. RECORDING. This Agreement shall be recorded simultaneously with the execution hereof.
19. COUNTERPARTS AND DUPLICATE ORIGINALS. This Agreement may be executed in any
number of counterparts and duplicate originals, each of which shall be deemed an original, but all of which
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have set their hands the date and year first above written, the
same being done after public hearing, notice and statutory requirements having been fulfilled.
City:
THE CITY OF MERIDIAN, a
municipal corporation
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Boise Research Center, Inc., an Idaho corporation
By:
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AGREEMENT - 4
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STATE OF IDAHO )
) ss:
County of Ada )
On this ~'S day of ~ ' 1996, before me, the undersigned, a Notary Public in and
for said State, personally appe r d DA ID W. TURNBULL, known to me to be the Vice-PresIdent of BOISE
RESEARCH CENTER, INC., an Idaho Corporation, the Corporation that executed the foregoing instrument or
the person who executed the foregoing instrument on behalf of said Corporation, and acknowledged to me
that such Corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in
th is C:~l1ificate first above written.
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Notary Publ ic fp"!)ldaho
Residing at ~\~ , Idaho
My Commission Expires: ,\\l!> )~Ql:lO
STATE OF IDAHO )
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County of Ada )
On this .3.L day of , 1996, before me, the undersigned, a Notary Public in and for
said State, personally appeare . CORRIE and WILLIAM G. BERG, JR., known to me to be the
Mayor and City Clerk of CI MERIDIAN, IDAHO, an Idaho Municipal Corporation, the Municipal
Corporation that executed the foregoing instrument on behalf of said Municipal Corporation, and
acknowledged to me that such Municipal Corporation 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)
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AGREEMENT - 5
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EXHIBIT A
LEGAL DESCRIPTION OF SUBIECT REAL PROPERTY
AGREEMENT - 6
B Raashford\dev. agr
EXHIBIT A
FRa Number; P150056
A PORTION OF THE WEST HALF OF SECTION 3, TOWNSHIP 3 NORTH, RANGE 1 WEST, BOISE
MERJDIAN, MERIDJAN, ADA COUNTY, IDAHO, MORE PARTICULARY DESCRIBED AS FOLLOWS:
COMMENCING AT THE CORNER COMMON TO SECTIONS 4, 9, 10 AND THE SAID SECTION 3; THENCE
NORTH 0 DEGREE 38'11" EAST 2651.19 FEET TO THE QUARTER CORNER COMMON TO SAID SECTIONS 3
AND 4 AS SAME WAS REESTABLISHED BY LS 972 (CP & F INSTRUMENT NO. 78521461 RECORDS OF ADA
COUNTY, IDAHO): FROM WHICH THE NORTHWEST CORNER OF SAID SECTION 3 BEARS
NORTH 0 DEGREE 38'2711 EAST 2697.49 FEET; THENCE
NORTH 0 DEGREE 38'2711 EAST 22.64 FEET TO A 5/811 IRON PlN; THENCE
SOUTH 88 DEGREES 5513111 EAST 379.53 FEET TO THE REAL POINT OF BEGINNING; THENCE
CONTINUING
SOUTH 88 DEGREES 55'3111 EAST 182.65 FEET TO A POINT: THENCE
SOUTH 8 DEGREE 1 8t1 OU EAST 440.66 FEET iO A POJNT; THENCE
SOUTH 16 DEGREES 18'25" WEST 218.04 FEET TO A POINT; THENCE
NORTH 89 DEGREES 1315111 EAST 540.22 FEET TO A POINT; THENCE
NORTH 71 DEGREES 4313411 EAST 442.46 FEET TO A POrNT; THENCE
NORTH 10 DEGREES 33'50" EAST 487,84 FEET TO A POINT; THENCE
SOUTH 88 DEGREES 55'31" EAST 124.84 FEET TO A POrNT; THENCE
SOUTH 50 DEGREES 38t25" EAST 89.99 FEET TO A POINT; THENCE 165.33 FEET ALONG THE ARC OF A
CURVE TO THE RIGHT, HAVING A RADIUS OF 250.25 FEET. A CENTRAL ANGLE OF 37 DEGREES 5110811.
AND A LONG CHORD BEARING SOUTH 31 DEGREES 42'5211 EAST 162.34 FEET TO A POINT; THENCE
NORTH 89 DEGREES 29t44" WEST 120.24 FEET TO A POINT; THENCE
SOUTH 4 DEGREE 27'17" EAST 80.30 FEET TO A POINT; THENCE
SOUTH a DEGREE 30'16" WEST 230.52 FEET TO A POINT; THENCE
SOUTH 10 DEGREES 31'20tfWEST 123.51 FEET TO A POINT; THENCE
SOUTH 30 DEGREES 14'07" WEST 119.57 FEET TO A POINT; THENCE
SOUTH 50 DEGREES 50'2911 WEST '34.39 FEET TO A POINT; THENCE
SOUTH 71 DEGREES 28'48" WEST 120.64 FEET TO A POINT: THENCE
SOUTH 82 DEGREES 45'52" WEST 225.84 FEET TO A POINT: THENCE
SOUTH 89 DEGREES 02'5711 WEST 67.30 FEET TO A POINT; THENCE
NORTH 89 DEGREES 10'41 II WEST 825.06 FEET TO A POINT; THENCE
NORTH 77 DEGREES 29'2011 WEST 148.07 FEET TO A POINT; THENCE
NORTH 89 DEGREES 10.4111 WEST 160.40 FEET TO A POINT LYJNG 65.00 FEET EAST OF THE WEST
BOUNDARY OF SAID SECTION 3; THENCE ALONG A LINE 65.00 FEET EAST OF AND PARALLEL TO THE
WEST BOUNDARY OF SAID SECTION 3
NORTH 0 DEGREES 38'11" EAST 247,64 FEET TO A POINT: THENCE
SOUTH 89 DEGREES 21'49" EAST 156.03 FEET TO A POINT; THENCE
NORTH 45 DEGREES 03"6" EAST 1 63.61 FEET TO A POINT; THENCE
NORTH 5 DEGREE 39'31" EAST 502.42 FEET TO THE POINT OF BEGINNING.
AND ALSO
A PORTION OF THE WEST HALF OF SECTION 3, TOWNSHIP 3 NORTH, RANGE 1 WEST, BOJSE
MERIDtAN, MERIDIAN, ADA COUNTY, IDAHO. MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE CORNER COMMON TO SECTIONS 4,9. 10 AND THE SAID SECTION 3; THENCE
NORTH 0 DEGREE 38'11 N EAST 2651.19 FEET TO THE QUARTER CORNER COMMON TO SAID SECTIONS 3
AND 4 AS SAME WAS REESTABLISHED BY LS 972 (CP & F INSTRUMENT NO. 7852146. RECORDS OF ADA
COUNTY, fDAHO}; FROM WHICH THE NORTHWEST CORNER OF SAID SECTION 3 BEARS
NORTH 0 DEGREE 3B'27N EAST 2697.49 FEET; THENCE
CONTINUED
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P150056
NORTH 0 DEGREE 38127- EAST 22.64 FEET TO A 5/8" IRON PIN; THENCE
SOUTH 88 DEGREES 5613111 EAST 1977.72 FEET TO A 5/8t1 IRON PIN AND THE REAL POINT OF
BEGINNING; THENCE
SOUTH 0 DEGREE 30115" WEST 413.59 FEET TO A POINT; THENCE
NORTH 68 DEGREES 54'11" WEST 26.71 FEET TO A POINT; THENCE
NORTH 0 DEGREE 30'15u EAST 217.93 FEET TO A POINT; THENCE 211.88 FEET ALONG THE ARC OF A
CURVE TO THE LEFT, HAVING A RADIUS OF 249.75 FEET, A CENTRAL ANGLE OF 48 DEGREES 36'25"
AND A LONG CHORD BEARlNG NORTH 23 DEGREES 4715711 WEST 205.58 FEET TO A POINT; THENCE
SOUTH 88 DEGREES 55'3111 EAST i 09.62 FEET TO THE POINT OF BEGINNING.
END OF LEGAL DESCRIPTION
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