Agreement for the Dissolution and Transfer of Assets from Meridian Heights to City of MeridianAGREEMENT FOR THE DISSOLUTION AND TRANSFER OF ASSETS AND
LIABILITIES FROM MERIDIAN HEIGHTS WATER AND SEWER DISTRICT TO
THE CITY OF MERIDIAN; SETTLEMENT AGREEMENT AND RELEASE
This Agreement ("Agreement") is made and entered into and made effective as of the
date of the latest signature below (the "Effective Date"), by, between and among MERIDIAN
HEIGHTS WATER & SEWER DISTRICT, a political subdivision of the State of Idaho, and its
successors, legal representatives, agents, assigns, and all other persons or entities acting for, by,
or through it ("MHWSD" or "District"), L.C. DEVELOPMENT, INC., an Idaho corporation,
and its successors, heirs, legal representatives, agents, and assigns, ("L.C."), the President of
which is Lee Centers ("Centers"), and the City of Meridian, an Idaho municipal corporation, and
its successors, legal representatives, agents, assigns, and all other persons or entities acting for,
by, or through it ("City), collectively called "Parties."
RECITALS
WHEREAS, MHWSD is a duly organized and existing water and sewer district operating
under and pursuant to Idaho Code §§42-3201 et seq. in Ada County, Idaho within the area of city
impact of the City. The boundaries of M14WSD generally encompass two subdivisions, the
Meridian Heights Subdivision and the Kentucky Ridge Subdivision (collectively, the
"Subdivisions"); and
CWHEREAS, MHWSD operates a wastewater reuse system pursuant to the Idaho
Recycled Water Rules (IDAPA 58.01.17), the Idaho Wastewater Rules (IDAPA 58.01.16), the
Idaho Groundwater Quality Rule (IDAPA 58.01.11) and a Municipal Wastewater Reuse Permit
(LA -000067-04) (the "Permit") issued by the Idaho Department of Environmental Quality
("IDEQ") on December 3, 2009; and
WHEREAS, in connection with its wastewater reuse system, MHWSD owns
approximately sixteen (16) acres of real property more particularly described in Exhibit A
attached hereto and incorporated herein by this reference (the "District Property"); and
WHEREAS, Centers' predecessors in interest conveyed to the MHWSD's predecessor in
interest an easement on the Condemnation Property, as described herein, for the purpose of land
application of the MHWSD's sewer effluent, which easement was originally conveyed on April
8, 1976 and recorded as Instrument No. 2601976 in the records of Ada County (the 1976
casement also appears to have been recorded as Instrument No. 1387080485 in the records of
Ada County), and conveyed again on August 9, 1995 and recorded as Instrument No.
1965001651 in the records of Ada County (the 1995 easement was recorded again on January 16,
1996 as Instrument No. 96004015 in the records of Ada County) (the "Easement"), copies of
which are attached hereto as Exhibit B and incorporated herein by this reference; and
WHEREAS, the MHWSD approved a Revenue Bond in the amount of $1.5 million in
2010 to either purchase the Condemnation Property or pursue connection to the City; and
AGREEMENT -1
/ WHEREAS, MHWSD filed a Complaint against Centers in the Fourth Judicial District of
the State of Idaho, in and for Ada County, Case No. CV OC 1201196 (the "Lawsuit") to acquire
title to forty (40) acres of real property owned by Centers, more particularly described in Exhibit
C attached hereto and incorporated herein by this reference (the "Condemnation Property") for
the current and future use by MHWSD for land application of sewer effluent as permitted by the
Permit and the Easement; and
WHEREAS, Centers and L.C, desire that the land application of sewer effluent on the
Condemnation Property pursuant to the Permit and Easement cease, that MHWSD connect its
water and sewer systems to the City, and the Lawsuit be dismissed; and
WHEREAS, in addition to the Condemnation Property, Centers owns 152 +/- acres of
property adjacent to the Condemnation Property and within the area of city impact of the City,
which is more particularly described on Exhibit D attached hereto and incorporated herein by
this reference (the "Centers Property"); and
WHEREAS, the City is a duly organized municipal corporation of the State of Idaho
which owns, operates and maintains municipal drinking water and wastewater systems as
authorized by Idaho Code §§50-323, 50-332 and 50-1030; and
WHEREAS, the City is not a party to the Lawsuit, but is a party to this Agreement, as in
order for the land application to cease and the condemnation to be unnecessary, the City would
% have to agree to allow MHWSD residents to connect to City sewer; and
WHEREAS, the parties wish to settle the disputed claim in the Lawsuit and agree on a
solution which would allow MHWSD residents to connect to City sewer, and resolve all related
claims that are known or that should be known as of the Effective Date of this Agreement to the
party with the right to assert the claim or claims, without further litigation and related expenses;
and
WHEREAS, all properties in the MHWSD, the District Property, the Condemnation
Property, the Centers Property, and property owned by Merle Hansen ("Hansen"),' more
particularly described in Exhibit E attached hereto and incorporated herein by this reference as if
set forth in full (the "Hansen Property") are identified as being within the area of city impact of
the City; and
WHEREAS, in order to facilitate a resolution of the Lawsuit, to provide cost-effective
municipal water and sewer services to residents of MHWSD, and to promote the orderly
development and expansion of the City, the City is desirous of finding a way for the MHWSD to
I Meige Hansen is not a party to this Agreement. The Parties acknowledge and agree that the Hansen Property is
identified herein for the sole purpose of describing parcels that will be included in the City's annexation application
as described herein,
AGREEMENT - 2
dissolve and for the properties to annex into the City; and
WHEREAS, the MHWSD intends to protect its residents to ensure that in the event of a
transfer of its water system and sewer system to the City that the MHWSD residents who are
receiving water service and/or sewer service shall continue to receive such services from the
City; and
WHEREAS, the MHWSD, the City and L.C. have agreed in concept that the best way to
further the goals of all Parties is to dissolve MHWSD pursuant to the procedures outlined in
Idaho Code §42-3239, transfer all of its assets to the City, and connect MHWSD's water and
sewer systems to City services.
NOW, THEREFORE, in consideration of the mutual promises herein contained, and for
other good and valuable consideration, acknowledged by each of them to be satisfactory and
adequate, MHWSD, the City and L.C. hereby mutually undertake, promise and agree, each for
itself, and its successors and assigns as follows:
1. Definitions. As used in this Agreement, the following terms shall have the
meanings set forth below:
a. Annexation. The term "Annexation" herein shall mean a Category B
Annexation into the City of Meridian city limits pursuant to Idaho Code § 50-222 (3)(B).
b. Election. The term "Election" refers to a special election to be held by
MHWSD to secure approval for the District to dissolve and all assets and obligations of the
MHWSD to be transferred to the City. The election shall be held on November 5, 2013 pursuant
to Idaho Code §§ 42-3239(3) and 34-106.
C. Physical Connection. The term "Physical Connection" shall mean the
actual connection of the MHWSD Sewer System or the Water System, respectively, to the City
sewer system or water system, respectively, and the release of appurtenances that allows the
sewer effluent from the Sewer System to flow into the City's sewer system and that allows the
flow of water from the City's water system into the Water System.
d. Closing. The term "Closing" means and refers to the closing of the
transactions contemplated by this Agreement, including the dissolution of the MHWSD and
transfer of assets to the City pursuant to Idaho Code §42-3239, which closing shall take place at
Meridian City Hall, 33 E. Broadway Avenue, Meridian, Idaho 83642, on such date and at such
time as the Parties may mutually determine after all Contingencies have been satisfied, which is
anticipated to be on or about December 19, 2014 (the "Closing Date").
e. Water System. The term "Water System" means and refers to all Water
Rights, water storage reservoir(s), groundwater wells with pumping facilities, the distribution
r system appurtenances such as water lines, fire hydrants, valves, and water meters, together with
AGREEMENT -3
/ all rights of way, easements, and real property owned by the MHWSD (for the purpose of water
system supply, delivery, operation and maintenance), which are more particularly described in
Exhibit F attached hereto and incorporated herein by reference. It is agreed that Exhibit F shall
be completed and attached to this Agreement and agreed to by the Parties prior to the Closing
Date.
f. Seiver Systene. The term "Sewer System" means and refers to all sewer
collection pipelines, together with all rights of way, easements, and real property owned, other
than Excluded Assets, by the MHWSD (for the purpose of sewer system collection, operation
and maintenance), which are more particularly described in Exhibit G attached hereto and
incorporated herein by this reference. It is agreed that Exhibit G shall be completed and attached
to this Agreement and agreed to by the Parties prior to the Closing Date.
g. Cash Assets. The term "Cash Assets" means and refers to all funds in
bank checking and/or savings accounts including any other cash assets as weII as surety
instruments, investments, and all other financial assets cash or otherwise of the MHWSD more
particularly described in Exhibit H attached hereto and incorporated herein by reference, subject
to changes in those cash assets up to the Closing Date due to reasonable operation and
maintenance costs of the MHWSD from the continued operation of the Water System and Sewer
System and any receipts of the MHWSD for assessments and Rom operational expenses, costs
and attorney fees incurred by the MHWSD, and any reasonable hold back for contingent
liabilities at the time of Closing. A new updated Cash Assets exhibit shall be prepared and
attached to this Agreement and agreed to by the parties prior to the Closing Date.
h. Other Real or Personal Property. The term "Other Real or Personal
Property" means and refers to all real or personal property of the MHWSD, other than the
Excluded Assets, including but not limited to, accounts receivable; delinquent accounts and all
collection, lien and other rights related thereto; GIS/GPS system assets; machinery; equipment;
vehicles; easements; licenses; and Water Rights, all of which are more particularly described in
Exhibit I attached hereto and incorporated herein by reference. An amended or updated Exhibit
H may be completed and attached to this Agreement if agreed to by the Parties prior to the
Closing Date.
i. Relater! Agreements. The term "Related Agreements" means any
agreement by and between the MHWSD and any third person as a subcontractor or independent
contractor to perform set vices for and/or in pursuit of the purposes of the MIIWSD.
j. Water Rig/its. The term "Water Rights" shall mean and include the water
rights owned by the MHWSD identified in Exhibit J attached hereto and incorporated herein by
reference.
k. Project Schedule. The term "Project Schedule" shall mean that certain
schedule set forth on Exhibit K attached hereto and incorporated herein by reference. The
Parties agree that the start and finish dates set forth in the Project Schedule are good faith
estimates, but that the party(ies) responsible for line item tasks will utilize their best efforts to
AGREEMENT -4
start and finish the tasks as soon as reasonably possible and earlier than the estimated dates.
Further, the Parties agree that any line item task that is delayed due to unfavorable weather
conditions, delay in a task caused by non -completion of a condition precedent task, delay in
receipt of regulatory agency approval, or other unforeseen circumstances will not be deemed a
per se breach of this Agreement by the party responsible for the line item task.
1. Contingencies. The term "Contingencies" shall mean and include all of
those conditions precedent to Closing identified in this Agreement.
rn. Grandfather Rights. The term "Grandfather Right(s)" shall mean the
right by the landowner to continue to use the real property they own in the same manner that
existed at the time of the signing of this Agreement.
n. Transition Period. The term "Transition Period" shall mean the period of
time between the Physical Connection and Closing whereby the City provides water and/or
sewer services to the MHWSD but the MHWSD is still operational, thereby necessitating dual
operations as set forth herein.
o. Excluded Assets. The term "Excluded Assets" shall mean those assets
identified in Section 10(c) herein.
P. Lawsuit. The term "Lawsuit" shall refer to the condemnation proceeding
between MHWSD and Lee Centers to which the City is not a party.
2. .Election. MHWSD agrees to submit to the qualified electors of the District on
the November 5, 2013 general election ballot the question of dissolution of the District and
transfer of all assets and liabilities thereof to the City, pursuant to the requirements of Idaho
Code §42-3239. The term "success" or "successful" when used in relation to the election shall
mean an affirmative vote of the District patrons to dissolve the MHWSD. If the vote is in the
negative then (i) the Consents to Annex that have been filed as part of this Agreement are
voided; (ii) any payments lodged by any parties shall be refunded within five (5) days, and all
parties shall absorb all their own costs that have been expended, other than those payments,
without reimbursement from any of the parties to this Agreement; and (iii) all obligations
contemplated by this Agreement shall terminate.
3. Connection to City Sewer.
a. Server Main Extension and Easement In the event the Election is
successful, L.C. will install and provide a sewer main extension from Victory Road with a single
point connection for MHWSD (the "Sewer Improvements") pursuant to the Project Schedule,
contingent upon the City's acquisition of a thirty foot (30') wide easement from Hansen to cross
the Hansen Property. L.C. shall bear all costs for such connection, including but not limited to:
engineering design, staking, licenses, permits, application fees, and construction.
Cb. Peiforntance Assurances. L.C. shall provide a performance bond, cash
AGREEMENT - 5
deposit, certified check, or irrevocable bank letter of credit in a form acceptable to both the City
and the MHWSD for the estimated cost of construction of the sewer line on or before October
15, 2013, and shall have an effective date no later than November 10, 2013, which shall be held
by the City of Meridian until such time as the construction is completed. The assurance shall be
released within fifteen (15) days of completion of construction and City acceptance thereof. In
the event the Election is not held or is unsuccessful, or the City fails to complete the Annexation
as set forth in Section 5 below, the City agrees to release such security to L.C. within five (5)
days after the Election or within five (5) days of a final decision of the City Council
disapproving the annexation or annexation ordinance. The same assurance may be used for
construction of the sewer line and the water line.
C. Design and Related Approvals. In the event the Election is successful,
L.C. agrees to authorize design of the sewer connection on November 6, 2013, with design to be
completed and submitted to the City and MHWSD for review consistent with the Project
Schedule. The City and MHWSD agree to review and approve the sewer connection design as
soon as reasonably practical following receipt from L.C. L.C. agrees to submit the sewer
connection design to all appropriate agencies and obtain all approvals and permits related to such
sewer connection. Upon receipt of the sewer connection design approval from the City, Centers
agrees to obtain a license from the Nampa -Meridian Irrigation District for construction of such
sewer line under the Ridenbaugh Canal. Construction of the portion of the sewer line under the
Ridenbaugh Canal shall be completed consistent with the Project Schedule; provided, however,
that delay in the issuance of a license by the Nampa -Meridian Irrigation District and resulting
delay in construction under the Ridenbaugh Canal through no fault of L.C. shall not be deemed a
default by L.C. and shall not result in the termination of this Agreement as provided in Section
11 herein.
d. Physical Connection to City Server System. The Parties agree to
cooperate in providing all necessary notices to IDEQ prior to the Physical Connection of the
Sewer System to the City, as required by applicable state and federal law, rules, regulations and
the Permit. The Physical Connection of the Sewer System shall occur consistent with the Project
Schedule. Upon completion of the Sewer Improvements, the Physical Connection to the City
sewer system shall be made.
C. Indemnity and Insurance. L.C. agrees to indemnify and hold harmless
the MHWSD and the City of Meridian from and against any and all claims, costs, losses, and
damages (including but not limited to all fees and charges of subcontractors, suppliers, agents,
employees, engineers, architects, attorneys, and other professionals, and all court or arbitration or
other dispute resolution costs) arising out of or relating to L.C.'s performance of the connection
to the City's sewer system. L.C. agrees to purchase an insurance policy or policies that meet or
exceed a policy limit of $1,000,000.00. Said policy or policies shall be maintained in effect until
at least thirty (30) days after the City accepts the connection to the City sewer system. L.C. shall
list the MHWSD as an additional insured on the liability insurance required by the City for the
construction of the sewer connection to the City which said liability insurance is appropriate for
the work being performed and will provide protection from claims set forth below which may
arise out of or result from L.C., its subcontractors, suppliers, agents, employees, engineers,
AGREEMENT -6
/ architects, attorneys and other professionals' performance of the work and other obligations
associated therewith. Said insurance shall cover claims for:
i. workers' compensation, disability benefits, and other similar
employee benefits acts;
ii. damages because of bodily injury, occupational sickness or
disease, or death;
iii, damages insured by reasonably available personal injury liability
coverage which are sustained by:
(a) any person as a result of an offense directly or indirectly
related to the employment of such person by L.C, or its subcontractors, agents, employees, or
other covered professional contractors as listed in this Section 3(e);
iv. damages, other than to the work itself to connect to the City sewer
system, because of injury to or destruction of tangible property wherever located, including loss
of use resulting therefi•om;
V. damages because of bodily injury or death of any person or
property damage arising out of the ownership, maintenance or use of any motor vehicle; and
vi. damages because of any release of hazardous materials which are
regulated as pollutants by any state or federal law or laws.
4. Connection to City Water.
a. Water Main Extension and Easement. In the event the Election is
successful, L.C. will install a twelve -inch (12") water main line extension from Victory Road
through the Hansen Property to the MHWSD water main, making water available for extension
and connection to MHWSD (the "Water System Improvements"), contingent upon (i) the City's
acquisition of an easement from Hansen to cross the Hansen Property; and (fl) completion of the
Annexation contemplated by Section 5(b). L.C. shall bear all costs for such connection,
including but not limited to: engineering design, staking, licenses, permits, application fees, and
construction for the water main line connection of the Condemnation Property to Victory Road.
L.C. shall also bear all costs of the physical connection of the existing MHWSD water main to
the new twelve -inch (12") water main as described herein.
b. Performance Assurances. L.C. shall provide a performance bond, cash
deposit, certified check, or Irrevocable bank letter of credit in a form acceptable to both the City
and the MHWSD for the estimated cost of construction of the water line on or before October 15,
2013, and shall have an effective date no later than November 10, 2013, which shall be held by
the City of Meridian until such time as the construction is completed. The assurance shall be
released within fifteen (15) days of completion of construction and City acceptance thereof. In
AGREEMENT -7
the event the Election is not held or is unsuccessful, or the City fails to complete the Annexation
l set forth in Section 5 below, the City agrees to release such security to Centers within five (5)
days after the Election or within five (5) days of a final decision of the City Council
disapproving the annexation or the annexation ordinance. The same assurance may be used for
construction of the sewer line and the water line.
C. Design and Related Approvals. L.C. agrees to authorize design of the
water line extension and connection on November 6, 2013, with design to be completed and
submitted to the City for review consistent with the Project Schedule. The City agrees to review
and approve the water line extension and connection design as soon as reasonably practical
following receipt from L.C, L.C. agrees to submit the water line extension design to all
appropriate agencies and obtain all approvals and permits related to such water connection.
d. physical Connection to City Water System. The Parties agree to
cooperate in providing all necessary notices to IDEQ prior to the Physical Connection of the
Water System to the City, as required by applicable state and federal law, rules, regulations and
the Permit. The Physical Connection of the Water System shall occur consistent with the Project
Schedule. The sewer Physical Connection shall not be delayed by or contingent upon
construction of the Water System Improvements and/or water meters installation as set forth in
the Project Schedule.
e. Indemnity and Insurance. L.C. agrees to indemnify and hold harmless
the MHWSD and the City of Meridian from and against any and all claims, costs, losses, and
damages (including but not limited to all fees and charges of subcontractors, suppliers, agents,
employees, engineers, architects, attorneys, and other professionals, and all court or arbitration or
other dispute resolution costs) arising out of or relating to L.C.'s performance of the connection
to the City's water system. L.C. agrees to purchase an insurance policy or policies that meet or
exceed a policy limit of $1,000,000.00. Said policy or policies shall be maintained in effect until
at least thirty (30) days after the City accepts the connection to the City sewer system. L.C. shall
list the MHWSD as an additional insured on the liability insurance required by the City for the
construction of the water connection to the City which said liability insurance is appropriate for
the work being performed and will provide protection from claims set forth below which may
arise out of or result from L.C., its subcontractors, suppliers, agents, employees, engineers,
architects, attorneys and other professionals' performance of the work and other obligations
associated therewith. Said insurance shall cover claims for:
L workers' compensation, disability benefits, and other similar
employee benefits acts;
ii. damages because of bodily injury, occupational sickness or
disease, or death;
iii. damages insured by reasonably available personal injury liability
coverage which are sustained by:
AGREEMENT -8
C(a) any person as a result of an offense directly or indirectly
related to the employment of such person by L.C. or its subcontractors, agents, employees, or
other covered professional contractors as listed in this Section 3(e);
iv. damages, other than to the work itself to connect to the City water
system, because of injury to or destruction of tangible property wherever located, including loss
of use resulting therefrom;
V. damages because of bodily injury or death of any person or
property damage arising out of the ownership, maintenance or use of any motor vehicle; and
vi. damages because of any release of hazardous materials which are
regulated as pollutants by any state or federal law or laws.
5. Annexation. The City agrees to pursue Annexation of the Condemnation
Property, the Centers Property, the Hansen Property, the District Property, and the residential
properties owned by residents within the MHWSD.
a. Consent to Annex. MHWSD, Centers and Hansen have provided written
consent to the Annexation as required by Idaho Code §50-222, which consent shall be recorded
with the Ada County Recorder and which shall not lapse until the City takes its final action on
the Annexation (the "Consents"). In the event that the Election is not held or the dissolution of
( the District is not approved, the Consents shall be deemed withdrawn and a withdrawal of such
Consents shall be filed with the Ada County Recorder.
b. Annexation Process. If the minirmmn threshold for annexation pursuant
to Idaho Code §50-222 (3)(B) is met, the City shall pursue and complete the annexation process
in compliance with Idaho Code §§50-222(3), and 67-6501 et seg., and applicable provisions of
the Meridian City Code. The annexation process shall be completed pursuant to the Project
Schedule; provided, however, that delay in approval of the Annexation and adoption of the
Annexation Ordinance due to weather, lack of quorum, or other circumstances beyond the
control of the Parties shall not result in the invalidation or termination pursuant to Section I I of
this Agreement.
C. Zoning Upon Annexation. Upon Annexation, the Centers Property, the
District Property and the Hansen Property shall be entitled to all Grandfather Rights applicable to
such properties until such time as they develop and enter into a development agreement with the
City.
d. Contingencies. In the event the Election is not held or dissolution is not
approved, the City shall not be obligated to approve the Annexation as set forth herein, Further,
if the dissolution is approved and the City decides not to annex the subject properties, the City
shall be obligated to connect the Water System and Sewer System to the City and accept the
transfer of the assets and obligations of the MHWSD, if approved by the District Court. The
AGREEMENT -9
/ Parties may enter into a service agreement to identify the necessary costs and rates for service.
All hook up and connection fees will still need to be paid.
e. Development Agreement Any property that is subject to this Agreement
and the Hansen Property previously identified on Exhibit E, that is granted an R-8 Zoning shall
agree to sign a Development Agreement as a condition of annexation to limit development of the
property to single family residential properties until an amendment to the DA is approved or a
rezone occurs or both.
6. Lot Line Adjustment of MHWSD Property. The MHWSD agrees to initiate a
lot line adjustment application with either the City or Ada County to separate its buffer zone
parcel from its storm water pond parcel to allow for the transfer of the storm water pond parcel to
the Ada County Highway District ("ACRD") at Closing. Such application shall be initiated in
sufficient time to allow approval of the lot line adjustment prior to Closing. The MHWSD and
the City agree to work with the ACHD as necessary or required to accomplish the transfer of the
storm water pond parcel. At Closing, the MHWSD agrees to execute all documents necessary to
convey the storm water pond parcel to ACRD.
7. Decommissioning of MHWSD Sewer Lagoons. The MHWSD agrees to
decommission the existing sewer lagoons pursuant to one of the options set forth in this Section
7. Under either option, the MHWSD agrees that the decommissioning will be complete as soon
as reasonably possible but in no event later than the Closing Date, provided that the time to
decommission the lagoons shall be extended if decommissioning is delayed due to; unfavorable
weather conditions; delay in the Physical Connection of the Sewer System being made to the
City sewer system; delay in receipt of regulatory agency approvals; or other unforeseen
circumstances. The MHWSD and its successors or assigns to the sewer lagoon property are
allowed to utilize the best, most economical practices to decommission the sewer lagoons that
IDEQ will permit in the decommissioning plan, The Parties agree to cooperate as may be
necessary in such decommissioning, including providing notices to IDEQ and other agencies as
may be required by law, rule, regulation or the Permit. The MHWSD agrees to convey to the
City such rights of way or other easements across the District Property as may be necessary to
secure continued City water and/or sewer services and/or public access to the District Property
prior to any sale by the MHWSD. The proceeds from such sale shall be applied to reduce the
costs necessary to effectuate the transactions contemplated in this Agreement.
a. Decommissioning by MHWSD. Under this option, the MHWSD agrees
to be responsible for the decommissioning and reclamation of the existing sewer lagoons. Upon
the reclamation and decommissioning of the lagoons, the MHWSD shall retain the right to sell
the District Property pursuant to applicable Idaho law. Any proceeds received from the sale of
the District Property shall be applied to reduce the costs necessary to effectuate the transactions
contemplated in this Agreement.
b. Decommissioning by Third Party. Under this option, the MHWSD may
elect to auction the District Property pursuant to applicable state law with the condition that the
third -party purchaser completes decommissioning of the lagoons as set forth in Section 7 above.
AGREEMENT -10
/ Any proceeds received from the sale of the District Property shall be applied to reduce the costs
necessary to effectuate the transactions contemplated in this Agreement.
S. Hookup Fees; Payment Assurances, The City will charge MHWSD $513,084
for water hookup fees and $780,716 for sewer hookup fees (collectively "Hookup Fee"). L.C.
agrees to contribute $780,716 to the City on behalf of MHWSD prior to completion of the sewer
main extension, towards payment of Hookup Fees and/or for other costs related to Physical
Connection, contingent upon the Annexation being completed and approved and a successful
Election held by MHWSD in which a vote to dissolve the District is approved. L.C. agrees to
provide payment assurances for such Hookup Fees and related costs in the form of a payment
surety, cash deposit, certified check, or irrevocable bank letter of credit, to the City of Meridian
on or before October 15, 2013, with an effective date no later than November 10, 2013. The City
agrees to release such security to L.C. within five (5) days of either of the following: (i) the
failure of the Election to occur on November 5, 2013 or an Election that results in disapproval of
dissolution of the MHWSD as contemplated herein; or (ii) the failure of the MHWSD to vacate
the Easement in accordance with Section 15(g) herein.
9. Contribution from City. The City will provide a credit of $634,575 to MHWSD
to offset Hookup Fees and/or costs, and to acquire the assets of MHWSD as set forth in Section
10(b) herein.
10. Dissolution and Transfer of District Assets and Liabilities.
a. Resolutions. After a successful election to dissolve the District, the
MHWSD shall adopt a resolution of dissolution and transfer of assets and liabilities pursuant to
the requirements of Idaho Code §42-3239, and the City shall adopt a resolution accepting such
transfer of assets and liabilities.
b. Transfer of Assets. At Closing, MHWSD shall transfer, give and assign
to the City, and the City agrees to accept the same, all subject to and upon the terms and
conditions contained herein, all right, title and interest of the MHWSD in and to the Water
System, Sewer System, Cash Assets, Water Rights, and Other Real or Personal Property and all
other assets of the MHWSD of every kind and description, tangible or intangible, pertaining to,
used in or necessary for the operation of the Water System and the Sewer System (the "Acquired
Assets"), other than assets specifically excluded as set forth in Section 1 Oc.
C. Excluded Assets. The MHWSD sewer lagoons and surrounding real
property, the Easement, and the MHWSD storm water pond (i,c. the District Property) are
specifically excluded from the assets that shall be acquired by the City pursuant to this
Agreement. The following agreements are also specifically excluded fiom the assets that shall
be acquired by the City; (i) Service Agreement between the MHWSD and Francisco and Ricki
Sabala for water service; (ii) MOU between the MHWSD and Francisco and Ricki Sabala; (iii)
MOU between the MHWSD and Rick and Cbarlaine Fisch; and (iv) MOU between the MHWSD
and Alexandria P. McNish.
AGREEMENT -11
d. Assumption of Liabilities. On the terms and subject to the conditions set
l forth herein the City will assume and satisfy or perform when due only the following liabilities
and obligations of the MHWSD (the "Assumed Liabilities").
L Loans. The MHWSD has an outstanding loan from 1DEQ with a
balance of approximately $115,000 and an outstanding loan from IDWR with an
approximate balance of $270,000. These loans shall be assumed by the City at Closing.
ii. Revenue Bond. The voter approved Revenue Bond in the amount
of $1.5 million will be assumed by the City as set forth herein. The MHWSD agrees to
take all steps necessary as required by Idaho law to issue the bonds authorized by the
Revenue Bond election, including payment of all costs associated with underwriting of
such issuance and establishing reserves required by such Revenue Bond, such that the
bonds are issued prior to Closing. Upon issuance of the bonds, the MHWSD agrees to
establish a special sewer assessment pursuant to Idaho law for its residents which
assessment shall be used to repay the bonds. The special sewer assessment shall survive
Closing and all authority to collect the same shall be transferred to the City. At Closing,
the City shall assume all rights and obligations associated with the Revenue Bond,
including but not limited to: the authority to collect the special sewer assessment,
maintaining sufficient reserve funds to cover necessary payments on the bond, and payoff
of the Revenue Bond within the time period prescribed therein. At such time as the bond
is paid off in full, the City shall remove the special assessment from the properties within
C the MHWSD. The City agrees to notify the residents within the MHWSD at least
annually the balance due on the bond and the approximate date that the special
assessment will cease.
e. Funding of Deficit. The Parties acknowledge that (i) a deficit of roughly
$814,575 is expected in order for MHWSD to connect to both City water and sewer, as reflected
on Exhibit L attached hereto; (ii) there may be additional election costs of MHWSD to hold an
election to dissolve the District; (iii) there may be additional costs of decommissioning the
District's Sewer Lagoons if the District opts to perforin the Decommissioning pursuant to 7(a) of
this Agreement; (iv) there may be additional revenues to lower the deficit from the sale of the
District's decommissioned Sewer Lagoon sites; and (v) there may be additional costs to finalize
and issue the Revenue Bond on behalf of the District. The Parties therefore agree that any funds
necessary for connection to City services not being paid as outlined herein by the City or by L.C.
may be covered by the existing Revenue Bond available to the MHWSD upon the terms and
conditions set forth in Section 10(d)(ii) herein, and other lawful funds available to the Parties
hereto. The Parties agree to cooperate in good faith to use as few Revenue Bond funds as
possible to limit the monthly water and sewer rates and other costs to MHWSD residents. The
Parties will work together to ensure that the requirements are met to use the Revenue Bond funds
according to the terms thereof and applicable law, rules and regulations.
f. Administration of Services. At Closing, the City shall assume all
responsibility for billing and administration of water and sewer services for MHWSD residents.
The City and MHWSD agree to cooperate in the transition of such administration services and in
AGREEMENT- 12
notification of MHWSD residents as to the time such transfer will occur. The City and MHWSD
agree to provide no less than thirty (30) days' written notice to MHWSD residents of such
transfer.
g. Liabilities Not Assumed. The City will not assume or perform any
liabilities or obligations of any type or nature whatsoever not specifically assumed pursuant to
this Agreement. Without limiting the generality of the foregoing, the City shall not assume or
perform any of the following liabilities and obligations of the MHWSD:
i. Any liability arising as a result of any legal or equitable action or
judicial or administrative proceeding initiated at any time in respect to anything done, suffered to
be done or omitted to be done by the MHWSD or any of its respective directors, employees or
agents prior to Closing;
H. Any liability of the MHWSD for costs and expenses incurred in
connection with the Related Agreements, the making or performance of the Related Agreements,
and the transactions contemplated thereby; and
iii. With the exception of the loans and bond as set forth in this
Section 10, any liability of the MHWSD in respect of any debt owed to third parties arising prior
to Closing.
h. Conditions Precedent to Closing. All of the Contingencies identified in
this Agreement and those tasks identified in the Project Schedule shall be satisfied in order for
the Closing to occur.
i. Deliveries at Closing. At Closing, the MHWSD will deliver to the City
properly executed and acknowledged, if appropriate, the various certificates, instruments, and
documents to gift, transfer, convey, and assign to the City all the Acquired Assets, which shall
include quitclaim deed(s) to real property and easement rights to the Water System and Sewer
System, and such other documents as may be necessary to transfer and convey the Acquired
Assets from the MHWSD to the City.
j. Court Approval. Atter a successful election to dissolve the District and
transfer its assets and liabilities, the City and the MHWSD agree to file with the Fourth District
Court of the State of Idaho, in and for the County of Ada, all documents required by Idaho Code
§42-3239(4).
11. Default and Termination.
a. Notice of Default and Termination. The Parties may terminate this
Agreement as provided below:
i. The Parties may terminate this Agreement by mutual written
consent at any time prior to the Closing;
AGREEMENT -13
/ ii. Subject to Section 16 herein, any Party may terminate this
l Agreement by giving written notice to the other Parties (i) of a default by such other party in the
timely performance of an obligation imposed under this Agreement; or (ii) the Election fails to
result in the approval of dissolution.
iii. In the event of a default of performance on or before the time
specified in this Agreement, the defaulting party shall be given thirty (30) days after notice of
such default to cure or correct such default. If the default remains uncorrected after such cure
period, the non -defaulting parties may deem the Agreement terminated.
b. Effect of Termination. If any Party terminates this Agreement pursuant to
Section 11(a)(i) or (ii) above, all rights and obligations of the Parties hereunder shall terminate
without any liability of any Party to any other Party.
C. Remedies. If any party defaults for any other reason the non -defaulting
party or parties shall have the right to claim any and all fees, costs expended, and attorney's fees
and costs against the party or parties causing the default.
12. Representations and Warranties of the MHWSD. The MHWSD represents
and warrants to the City and L.C. that the statements contained in this Section 12 are correct and
complete as of the date of this Agreement.
a. Organization of MHWSD. The MHWSD is a duly organized and validly
existing water and sewer district, and political subdivision of the State of Idaho, operating
pursuant to Idaho Code §§42-3201 et seq.
b. Authorization of Transaction. Subject to any Contingencies set forth in
this Agreement, the MHWSD has the power and authority to execute and deliver and to perform
its respective obligations hereunder. All actions or proceedings to be taken by or on the part of
the MHWSD to authorize and permit the execution and delivery by the MHWSD of the
instruments required to be executed and delivered by the MHWSD pursuant hereto, the
performance by the MHWSD of its obligations hereunder, and the consummation by the
MHWSD of the transactions contemplated herein have been duly and properly taken.
C. Noncontravention. Neither the execution and the delivery of this
Agreement, not the consummation of the transactions contemplated hereby will result in a breach
or violation of, or default under (i) the MHWSD's Bylaws; (ii) to the MHWSD's knowledge, any
law applicable to the MHWSD; or (iii) any agreement to which the MHWSD is a party or by
which it is bound or to which any of its assets is subject (nor result in the imposition of any lien
upon any of its assets). The MHWSD does not need to give any notice to, make any filing with,
or obtain any authorization, consent or approval of any governmental agency, except as
specifically set forth herein, in order for the Parties to consummate the transactions contemplated
by this Agreement.
AGREEMENT -14
r d. Title to Assets. The MHWSD has good and marketable title to, and the
l power to transfer the Acquired Assets, free and clear of all liens.
C. Legal and Other Compliance. The MHWSD is and has been in
compliance in all material respects with all applicable laws, or has expeditiously made efforts to
resolve instances of noncompliance, and no action, suit, proceeding, hearing, investigation,
charge, complaint, claim, demand, or notice has been filed or commenced against any of them
alleging any failure to so comply. Neither the ownership nor use of the properties of the
MHWSD nor the conduct of its purposes conflicts with the tights of any other person or violates,
or with the giving of notice or the passage of time or both will violate, conflict with, or result in a
default, right to accelerate or loss of rights under, any term or provision of the Bylaws of the
MHWSD or any lien, permit, lease, contract, agreement, understanding, or law to which the
MHWSD is a party or by which the MHWSD may be bound or affected.
E Litigation. Other than the Lawsuit, which shall be dismissed with
prejudice on or before December 31, 2013 if there is a vote to dissolve the District, , with each
side to bear their own costs and attorneys fees therein, there are no judicial or administrative
actions, claims, suits, proceedings, or investigations pending to the MHWSD's knowledge, nor
are there any threats thereof or basis therefore, that might question the validity of this Agreement
or of any action taken or to be taken pursuant to or in connection with the provisions of this
Agreement nor, to the knowledge of the MHWSD, is there any basis for any such action, claim,
suit, proceeding or investigation. There are no judgments, orders, decrees, citations, fines or
penalties heretofore assessed against the MHWSD affecting its operations, the Acquired Assets
or the Assumed Liabilities under any law. The MHWSD shall file a Stipulation to Vacate Trial,
the terms of which have been separately agreed to, within two (2) days of the Effective Date
hereof.
g. Consents. The Board of Directors of the MHWSD and the qualified
electors of the MHWSD, through the Election, are the only persons whose consent or approval is
required in connection with the dissolution and transfer, assignment or conveyance by the
MHWSD of the Acquired Assets to the City.
It. Books and Records. The books and records of the MHWSD, including all
those public records as that term is defined in Idaho Code §9-337(13), operating manuals, and
warranties, are complete and correct in all material respects and have been maintained in
accordance with applicable laws, rules and regulations, and applicable sound business practices.
13. Representations and Warranties of the City. The City represents and warrants
to the MHWSD and L.C. that the statements contained in this Section 13 are correct and
complete as of the date of this Agreement.
a. Organization of the City. The City is duly formed and existing as a
municipal corporation under and by virtue of the laws of the State of Idaho.
AGREEMENT -15
b. Authorization of Transaction. The City has the power and authority to
execute this Agreement and to perform its obligations hereunder.
C. Noncontravention. Neither the execution and the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby will result in a breach
or violation or, or a default under, (i) any law applicable to the City, to the City's knowledge; (ii)
any agreement to which the City is a party or by which it is bound or to which any of its assets is
subject. Nor does the City need to give any notice to, make any filing with, or obtain any
authorization, consent or approval of any governmental agency, except such notices as may be
provided for herein, in order for the Parties to consummate the transactions contemplated by this
Agreement.
14. Representations and Warranties of L.C. L.C. represents and warrants to the
MHWSD and the City that the statements contained in this Section 14 are correct and complete
as of the date of this Agreement.
a. Authorization of Transaction. L.C. has full power and authority to
execute this Agreement and to perform his obligations hereunder.
b. Noncontravention. Neither the execution and the delivery of this
Agreement nor the consunnnation of the transactions contemplated hereby will result in a breach
or violation of, or a default under, (i) to L.C.'s knowledge, any law applicable to it; or (ii) any
agreement to which L.C. is a party or by which it is bound or to which any of its assets is subject.
Nor does L.C. need to give any notice to, make any filing with, or obtain any authorization,
consent or approval of any governmental agency, except as may otherwise be provided herein, in
order to constunmate the transactions contemplated by this Agreement.
C. FYnancial Assurances. L.C. has the financial capability to complete the
construction of the Water System Improvements and Sewer Improvements, and other obligations
as provided for in this Agreement.
d. Litigation. Other than the Lawsuit, which shall be dismissed with
prejudice on or before December 31, 2013 if there has been a vote to dissolve the District, with
each side to bear their own costs and attorneys fees therein, there are no judicial or
administrative actions, claims, suits, proceedings, or investigations pending to L.C.'s knowledge,
nor are there any threats thereof or basis therefore, that might question the validity of this
Agreement or of any action taken or to be taken pursuant to or in connection with the provisions
of this Agreement nor, to the knowledge of L.C., is there any basis for any such action, claim,
suit, proceeding or investigation. Centers shall file a Stipulation to Vacate Trial, the terms of
which have been separately agreed to, within two (2) days of the Effective Date hereof
15. Covenants. The Parties agree as follows;
a. General. Each of the Parties will use all reasonable efforts to take all
actions and to do all things necessary, proper or advisable in order to consummate and make
AGREEMENT -16
effective the transactions contemplated by this Agreement.
b. Access to Records Prior to Closing. The City shall have reasonable
access to all of the books and records of the MHWSD to the extent that such access may
reasonably be required by the City in connection with matters relating to or affected by the
acceptance of the Acquired Assets prior to the Closing Date. Such access shall be afforded to the
City upon receipt of reasonable advance notice.
C. Fixture Assurances. At any time and from time to thne prior to the
Closing, at the request of the City and without further consideration, except as stated below, the
MHWSD will execute and deliver such other instruments of gift, transfer, conveyance,
assignment and confirmation and take such action as the City may reasonably determine is
necessary to transfer, convey and assign to the City, and to confirm the City's' title to or interest
in the Acquired Assets, to put the City in actual possession and operating control thereof, and to
assist the City in exercising all rights with respect thereto. After Closing, the MHWSD hereby
constitutes and appoints the City and its successors and assigns as its true and lawful attorney in
fact in connection with these transactions, with frill power of substitution, in the name and stead
of the MHWSD but on behalf of and for the benefit of the City and its successors and assigns, to
demand and receive any and all of the Acquired Assets, and to give receipt and releases for and
in respect of the same and any part thereof, and from time to time to institute and prosecute, in
the name of the MHWSD, for the benefit of the City or its successors and assigns, proceedings at
law, in equity, or otherwise, which the City or its successors or assigns reasonably deem proper
in order to collect or reduce to possession or endorse any of the Acquired Assets and to do all
acts and things in relation to the assets which the City or its successors or assigns reasonably
deem desirable which shall include any claim of the MHWSD against residents for water and or
sewer services provided by the MHWSD.
d. Continued Operations Until Closing. Except as otherwise set forth
herein, the Parties acknowledge that the MHWSD may continue to operate and maintain the
Water System and the Sewer System until Closing, which responsibility will likely include
expenditure, application or modification of some Acquired Assets, specifically including, but not
necessarily limited to, Cash Assets. It is anticipated that the Physical Connection will be made
prior to Closing, necessitating dual operations during the Transition Period as set forth herein.
L City as Service Provider. Upon Physical Connection, the City
shall become the service provider for water and sewer services to the MHWSD residents.
H. MHWSD Responsibilities Durine Transition Period. In the
event the Transition Period occurs, the MHWSD agrees to be responsible for the
following items:
(a) The MHWSD shall retain all responsibility for administration
and billing of water and sewer services, including but not limited to, billing and
collection of monthly water and sewer fees from its residents, shut offs for
delinquent accounts, and other account related administration; and
AGREEMENT -17
(b) The MHWSD shall pay over to the City such fees collected for
water and sewer services on a monthly basis in accordance with the City's current
residential water and sewer rates schedule; and
(c) The MHWSD agrees to work in good faith to complete the
decommissioning of the sewer lagoons and sale of the property on or before the
Closing Date.
e. Access to Property. The Parties agree to allow reasonable access to their
respective properties by each of the other Parties, or such Party's representatives or contractors,
as may be necessary or required for purposes of inspection, construction, operation, maintenance
or other activities necessitated by this Agreement.
f. Training. The MIIWSD agrees to provide training to City personnel at
mutually agreeable times on the existing Water System, Sewer System, Streetlights and related
appurtenances, including but not limited to walk-through of existing buildings, line locations,
well locations, manholes, and other infrastructure, and operational guidelines for such systems.
g. Potation of Easement. L.C. agrees to keep the land application site in
alfalfa during the time MHWSD land applies its sewer effluent. MHWSD shall begin land
applying its sewer effluent on or around March 15, 2014 or as soon thereafter as possible (Permit
and weather permitting) and continue to land apply at the maximum allowable discharge limit in
an effort to drain its sewer lagoons/ponds until the Physical Connection is made. MHWSD
agrees to send to the City and the City agrees to take all remaining sewer lagoon effluent absent
of solids and/or sludge fiom the sewer lagoons/ponds after Physical Connection of the Sewer
System at no cost to MHWSD. L.C. shall pay to the City a flat fee of $5,000.00 to take all the
remaining sewer lagoon effluent absent of solids and/or sludge if the Physical Connection to the
Sewer System is made on or before May 15, 2014. If said Physical Connection to the Sewer
System is made after May 15, 2014 then L.C. shall pay to the City a flat fee of $10,000.00 to
take all the remaining sewer lagoon effluent absent of solids and/or sludge. The City reserves
the right to apportion its acceptance of said effluent over any sixty (60) day period, if necessary,
to comply with flow limits at its waste water treatment plant. The MHWSD will execute and
record a Vacation of Easement removing the existing Easement from the Condemnation Property
within fifteen (15) days of the Physical Connection of the Sewer System but no earlier than .lune
15, 2014, provided the City has installed the necessary sump pump(s) and temporary connection
line sufficient to commence pumping the sewer lagoon effluent into the City sewer system.
h. Improvements to MHWSD Facilities. The Parties acknowledge and agree
that some improvements to the Water System and Sewer System will be necessary to allow a
smooth transition at the time of Physical Connection. The MHWSD acknowledges that it has
already planned for and funded some improvements, as set forth on Exhibit M attached hereto,
which improvements it agrees to construct prior to Closing. The City also desires to make
additional improvements to the Water System and Sewer System, and the MHWSD hereby
consents to such improvements, subject to the provisions of this Section. The Parties agree that
improvements constructed by the City shall be made at its expense. The MHWSD shall retain
the right to review and approve all plans, drawings, construction timelines, and other matters
AGREEMENT -18
/ relevant to the City's construction of such improvements, which approval shall not be
unreasonably withheld. In the event the transfer of the MHWSD's facilities does not occur as set
forth in this Agreement, the MHWSD agrees to pay to the City the costs of improvements
constructed by the City over a period of not less than thirty-six (36) months, upon such
commercially reasonable terms as the City and the MHWSD may mutually agree to in writing.
16, Contingencies. The Parties acknowledge and agree that the Project Schedule
consists of the Parties' reasonable expectation and estimation of construction timelines and other
milestones necessitated by this Agreement. The Parties agree that unforeseen delays due to
weather, acts of God, strike or other causes due to no fault of any Party shall not result in the
termination of this Agreement pursuant to Section 11 herein.
17. District Employees. The Parties acknowledge and agree that the two full-time
District employees are eligible for employment with the City, provided that they satisfy any
standards required by the City and comply with all City hiring practices. The Parties further
acknowledge and agree that this Section does not guarantee employment for such District
employees.
18. No Inducement. By entering into this Agreement, the Parties have relied entirely
on the judgment and knowledge of their own respective employees, agents, and representatives
and have not been influenced by any statement or act of any other party or any attorney or other
person acting for or in behalf of such party. The Parties have proceeded in making this
Agreement with the benefit of and solely in reliance upon the advice of their own respective
attorneys. No Party has received any inducements, promises, or representations of any kind
causing it to make or deliver this Agreement, except as set forth herein.
19. Final Agreement. This Agreement contains the full agreement of the Parties and
may not be altered, amended, or modified except by a writing signed by all parties. No verbal
representation or conduct of any kind shall be considered in connection with the interpretation of
this Agreement. If any provision of this Agreement is found to be invalid or unenforceable, the
remaining provisions shall nevertheless remain valid and enforceable.
20. Notices. Any notice, request, demand, claim or other communication hereunder
shall be in writing and deemed duly given upon mailing two (2) business day following the date
sent when sent by overnight delivery; and five (5) business days following the date mailed when
mailed by registered or certified mail return receipt requested and postage prepaid. All notices
shall be mailed to the Parties at the following addresses:
City of Meriditur:
City Clerk
33 E. Broadway Avenue
Meridian, ID 83642
LC Development, Inc.:
AGREEMENT -19
Meridian Heights Water & Sewer District:
Gina Harris, District Clerk/Treasurer
P.O. Box 472
Meridian, ID 83640
Attn: Lee Centers
P.O. Box 518
Meridian, ID 83680
Any party may change the address to which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the other Party notice in the manner
herein set forth.
21. Governing Law. This Agreement shall be governed and construed in accordance
with the laws of the State of Idaho.
22. Miscellaneous Provisions.
a. Binding Effect This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective heirs, personal representatives, successors, and assigns.
b. Invalidity of Provisions. If any provision of this Agreement as applied
to any Party or to any circumstance shall be adjudged by a court of competent jurisdiction to be
void and unenforceable, the same shall in no way affect any other provision in this Agreement,
the application of such provision in any other circumstances, or the validity or enforceability of
the Agreement as a whole.
C. Modification. This Agreement shall not be modified by any Party by oral
representation made before or after the execution of this Agreement. All modifications must be
in writing and signed by the Parties.
d. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original Agreement, and all of which shall constitute one
Agreement to be effective as of the effective date.
e. Attorney's Fees Upon Breach. Should suit be brought to enforce or
interpret any part of this Agreement or any documents or instrument executed and delivered
pursuant to this Agreement, the prevailing party shall be entitled to recover, as an element of
costs of suit and not as damages, reasonable attorney's fees, and costs and reasonable attorney's
fees and costs on appeal, to be fixed by the court. The prevailing party shall be the party entitled
to recover costs of suit, regardless of whether such suit proceeds to final judgment.
f. Agreement to Perform Necessary Acts. The Parties shall execute and
deliver all documents and perform all further acts that may be reasonably necessary to effectuate
the provisions and intent of this Agreement.
g. Construction and Performance. This Agreement was drafted with the fall
participation of all Parties. Accordingly, if there is an ambiguity in this Agreement, it should not
be resolved against any particular Party, but rather should be resolved by a fair reading of
AGREEMENT -20
what the Agreement was intended by the Parties to provide.
h. Incorporation of Recitals. The recitals set forth in this Agreement are a
material and integral part of this Agreement and are incorporated herein by reference,
i. Severability. If any provisions of this Agreement as applied to any Party
or to any circumstance shall be adjudged by a court to be void and unenforceable, the same shall
in no way affect any other provision in this Agreement, the application of such provision in any
other circumstances, or the validity or enforceability of the Agreement as a whole.
,j. Headings. The headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation hereof,
lc. Waiver. No covenant, term, or condition or the breach thereof 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 covenant, term, or condition shall not be deemed to be a waiver
of any other covenant, tern, or condition herein. Acceptance by a Patty 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 covenant, term, or condition unless otherwise
expressly agreed to by the first Party in writing,
1. Fees and Costs in Connection Willi Agreement. Each Party shall pay its
C own legal fees and expenses incidental to the execution of this Agreement and the consummation
of the transactions contemplated hereby.
M. Authority. Each Party represents and warrants to the other Party that the
person executing this Agreement on its behalf has been authorized to sign on its behalf and to
bind it to the terms of this Agreement, and each person executing this Agreement on behalf of a
Party represents and warrants to the other Party that such executing person has been authorized
to sign this Agreement and to bind the Party on behalf of which this Agreement is executed by
such person,
n. Mediation. Mediation shall be a condition precedent to the institution of
legal or equitable proceedings by any Party. Request for mediation shall be filed in writing with
the other Parties to this Agreement. The request may be made concurrently with the filing of a
legal or equitable proceeding but, in such event, mediation shall proceed in advance of legal or
equitable proceedings, which shall be stayed pending mediation for a period of sixty (60) days
from the date of filing, unless stayed for a longer period by agreement of the Parties or court
order.
o. Time of the essence. The Parties shall fulfill obligations described in this
Agreement in a timely manner, as set forth herein. The Parties acknowledge and agree that time
is strictly of the essence with respect to this Agreement, and that the failure to timely perform
any of the obligations hereunder shall constitute a default of this Agreement.
AGREEMENT -21
IN WITNESS WHEREOF, this Agreement shall be effective the date of the latest
signature below.
MERIDIAN HEIGHTS SEWER
& WATER DISTRICT
Gordon Hamilton, Chairman
L.C. DEVELOPMENT, INC.
By.. e
ee C nters, President
Dated: 413113
CITY OF MERIDIAN, IDAHO
Tammy DeWeerd, Mayor
Approved as to form:
MOORE, SMITH, BUXTON & TURCKE, CHID.
Susan Buxton, of the firm
Attorneys for Plaintiff
SETTLEMENT AGREEMENT -22
ATTEST:
Gina Harris, District Clerk
ATTEST:
Jaycee Holman, City Clerk
IN WITNESS WHEREOF; this Agreement shall be effeetive the date of the latest
signature below.
MERIDIAN HEIGHTS SEWER
& WATER DIST T
By
rdon Hamilton, Chairman
dated: c# a2
L.C. DEVELOPMENT, INC.
By:
Lee Centers, President
Dated:
CITY OF MERIDIAN, IDAHO
By:
Tammy DeWeerd, Mayor
Approved as to form:
MOO MITH, BURN & TURCKE; CHTD.
Susan Buxton, of the firm
Attorneys for Plaintiff
DAVISON, COPPLE, COPPLE & COPPLE
Heather A, Cunningham, of the firm
Attorneys for Defendant
SETTLEMENT AGREEMENT -22
GINA M I IARfil$
NOTARY 0001.10 / l`
STATE Of -'If -Mit)
ATTEST:
Jaycee Holman, City Cleric
IN WITNESS WHEREOF, this Agreement shall be effective the date of the latest
signature below,
MERIDIAN HEIGHTS SEWER ATTEST:
& WATERDISTRICT
Gordon Hamilton, Chairman Gina Harris, District Clerk
L.C. DEVELOPMENT, INC.
By:
Lee Centers, President
CITY OF MERIDIAN, IDAHO
C By.
T;.«..-__. ri_� so f1
01 act nooaWQ � tC7wtn C r i Y'�IP SI [PQM.
Dated: I(7 -d- Do12?
Approved as to form:
MOORE, SMITH, BUXTON & TURCI{E, CHID.
Susan Buxton, of the firm
Attorneys for Plaintiff
DAVISON, COPPLE, COPPLE & COPPLE
Heather A. Cunningham, of the firm
Attorneys for Defendant
SETTLEMENT AGREEMENT -22
CITY OF MERIDIAN
AjdA,
William Nary
City Attorney
AGREEMENT -23
EXHIBIT LIST/RESPONSIBLE PARTY
Exhibit A: Legal description to MHWSD 16 Acres (the District)
Exhibit B: Various Easement recordings regarding easement on Condemnation Property
(Centers)
Exhibit C: Centers 40 acres legal description (Centers)
Exhibit D: Centers 152 +/- acres legal description (Centers)
Exhibit E: Hansen Property legal description (Centers)
Exhibit F: Water System description—to be determined (the District)
Exhibit G: Sewer System description—to be determined (the District)
Exhibit H: MHWSD Cash Assets (the District)
Exhibit L• MHWSD Other Real Property/Personal Property (the District)
Exhibit J: MHWSD Water Rights (the District)
Exhibit K: Project Schedule (the City)
Exhibit L: Deficit Pro Forma (the City)
Exhibit M: Planned MHWSD Improvements (the District)
AGREEMENT -24
EXHIBIT A
LEGAL DESCRIPTION OF MHWSD PROPERTY
09/20/2013
Year Parcel# Status Property Type
2013 R488281D585 Active Real
Property Cod�Area,,
351
Contact Information
Name MERIDIAN 1-114,1GHTS WATER & SEW]
Mailing Address POBOX472
MERIDIAN ID 83607-0000
Description
C`OT'2DIX3
;NTUCKY RIDGE ESTATFS SUB
State Parcel #
032210030020
Physical Location
Address
936 W RIODOSA Dlt
MERIDIAN ID 83642-0000
Group Type
SUB
Group #
488281
Description
KENTUCKY RIDGE ESTATES SU13
Zoning
R4
Township/Range/Section
3N IW 25
Additional Contacts
State Category Acres Assessed Assessment Properly
Status Valuatrm�
Code Value Roll Occupancy Ncthod
Active 259 0,231 0 Property Roll Non -Occupancy MARKET
0
Less Homeowners Exemption
0
EXI11131T "A"
Lot 1 in Block 10 of MERIDIAN HEIGIITS SUBDIVISION No. 2,
according to the official plat thereof, filed in Book 41 of Plats
at Pages 3353 and 3354, records of Ada County, Idaho.
EXCEPT
A parcel of land situate in the Northeast cpiarter of Section 25,
Township 3 North, Range 1 WeaL, Boise Meridian, Ada County,
Idaho, being a portion of Lot 1, Block 1.0 of MERIDIAN 1410IG14TS NO.
2 SUBDIVISION, as shoran on the official plat thereof on file in
the office of the Ada County, Idaho, Recorder, and being more
particularly described as follows:
Beginning at the Southwest corner of said Lot 1, which is the
REAL pOIDI'I: or BEGINNING; thence
North 79029`04" East, 112.86 feet to the Northeasterly boundary
C of said Lot 1; thence
South 07046138" East, 20.95 feet to the Southerly boundary of
said Lot 1; thence
NorL-h 89055110" West, 1.13.80 feet to the Southwest- cornet of said
Lot 1 to the REAL POINT OF BEGINNING.
ADA COUNTY RECORDER J. DAVID NAVARRO AMOUNT .00 5 10.20.10
BOISE IDAHO 0610/10 08:39 AM +
DEPUTY D -RE UEST011V IIII'll�lllll�+I�III"II��I��II I+�'II
MECOADED-flEOUE to Of 1100549621 1
Meridian Helghls Water & Sewer
QUITCLAIM DEED AND TRANSFER OF INTEREST
IN REAL PROPERTY AND ACCEPTANCE
PARTIES:
Meridian Heights Water& Sewer Association, Inc.
Grantor
226 Bloomington, Meridian, ID 83642
P.O. Box 472, Meridian, ID 83642
Meridian Heights Water & Sewer District
Grantee
2589 S• Groom Way, Meridian, ID 63642
PA. Box 472, Meridian, Idaho 83642
This Quitclaim Deed and Transfer of Interest in Real Property and Acceptance, made
effective as of the _�_ day of f� �, 2010, by and between Meridian Heights Water &
Sewer Association, Inc., "Grantor" herein, an Idaho political subdivision, hereinafter referred to as
"Association," whose physical address is 226 Bloomington, Meridian, Idaho 83642, and the
Meridian Heights Water & Sewer District , "Grantee" herein, a water and sewer district and
government subdivision of the State of Idaho, hereinafter referred to as "Water District" whose
physical address is 2589 S• Groom Way, Meridian, Idaho 83642 and whose mailing address is P.O,
Box 472, Meridian, Idaho 83607,
SECTION I
RECITALS
The Patties recite and declare:
L.1 Association is the holder of a Common Area Deed, entered into on the 9ei day of August,
1995 with G&S Development Company, an Idaho corporation, and intended to continue
forever and in perpetuity. Within said Residential Lot Deed, the Association, for acid in
consideration of good and valuable consideration, was conveyed and granted together with
all and singular the tenements, hereditaments, and appurtenances thereunto, the following
real estate situated in the County of Ada, State of Idaho:
Parcel A
A parcel of land being a portion ofthe Northeast''/4, Section 25, `i'ownsidp 3
North, Range I West, Boise Meridian, Ada County, Idaho, a shown on the
official plat thereof on file in the office of the Ada County Recorder, as
instrument No. 96004016, and more particularly described as follows:
Beginning at out aluminum cap mat -king the Northwest Corner of the
Northeast %, Northeast ''/a, Section 25, Township 3 North, Range I West,
Boise Meridian, Ada County, Idaho which is the Real Point of Beginning;
Thence along the Northerly boundary of the Northwcst/, said Nortlroast %,
Section 25 North 89 Degrees 43'11" West 467.00 feet to a point;
Thence leaving said Northerly boundmy South 22 Degrees 00'00" East 13.00
QUITCLAW DEED AND ACCEPTANCE • 1
10.20.10
feet to a point marking a point of curve;
Thence Southeasterly along a curve to the Right 248.25 feet, said curve
having a central angle of 16 degrees 35'34", a radius of 857.22 feet, tangents
of 125.00 feet, and a long chord of 247.38 feet, bearing South I3 Degrees
42113" East to a point of ending of curve;
Thence South 05 Degrees 24'26" East 12599 feet to apoint marking a point
of curve;
Thence along a curve to the left 99.12 feet, said curve having a central angle
18 degrees 35'34", a radius of 305,45 feet, tangents of 50.00 feet, and a long
chord of 98.69 feet, bearing South 14 degrees 42'13" East to point ending of
curve;
Thence South 24 dogrees 00'00" Fast 295.00 feet to a point;
Thence South 00 degrees 04'50" West 240,00 feet to appoint;
Thence South 31 degrees 19'38" East 365.69 feet to a point;
Thence South 89 degrees 47'16" East 55.00 feet to a point on the Easterly
boundary of said Northwest '14, Northeast'/., Section 25;
Thence along said Easterly boundary of the Northwest '/a, Northeast '/,
Section 25 South 0 Degree 04'50" West 37.95 feet to an iron pin marking the
Northwest Corner of Lot 14, Block 10, Meridian Heights Subdivision No. 3
as filed for record in the Office of the Ada County Recorder, Boise, Idaho at
Book 62, Pages 6274 and 6275,;
Thence along the boundaries of said Meridian Heights Subdivision No.3
South 89 Degrees 04'15" East 207,08 feet to an iron pin;
Thence North 16 Degrees 36'22" East 36.19 feet to an iron pin;
Thence North 21 Degrees 47'22" West 50.94 feet to an iron pin;
Thence North 42 Degrees 41'45" west 90.00 Feet to an iron pin marking the
Westerly Corner of Lot 3, said Block 10, Meridian Heights Subdivision No. 3
which is also the Southwest Comer of Block 10, Meridian Heights
Subdivision No. 2 as filed for record in the Office of the Ada County
Recorder, Boise, Idaho, at Book 41, Pages 3353 and 3354;
Thence leaving the boundary of Meridian Heights Subdivision No, 3 and
along the boundary of said Meridian Heights Subdivision No. 2 North 00
Degrees 04'50" East 190.00 Feet to an iron pin;
Thence South 89 Degrees 55'10" East 100.00 feet to an iron pin;
Thence North 00 Degrees 04'50" East 599.66 feet to an iron pin marking the
Northwest Corner of Lot 1, Block 9, said Meridian Heights Subdivision No.
2;
Thence leaving said Westerly boundary of Meridian Heights Subdivision
No.2 North 75 Degrees 27'20" West 41.41 Feet to a point;
Thence North 89 Degrees 46'33" West 197.16 feet to a point on the Westerly
boundary of said Northeast 114, Northeast `/, Section 25;
Thence along Said Westerly boundary North 00 Degrees 04'50" East 385.55
feet to the Point of Beginning.
QUITCLAIM DEED AND ACCEPTANCE - 2
10.20.10
1.2 On May 26, 2009, the Meridian Heights Water & Sewer District was created, organized, and
established as a governmental subdivision of the State of Idaho.
1.3 The Water & Sewer District has the authority and the right to acquire either by purchase or
other legal means, interests in real property necessary for the maintenance and improvement
of the water district for said purposes; and
1.4 The Water & Sewer District Board of Commissioners and the Board of Directors of the
Association have each determined that a quitclaim deed herein provided for to transfer the
grant of easements is advisable and in the public interest and facilitates the intent of the
Association for maintenance and improvement of the Water District.
In consideration of the mutual covenants contained in this quitclaim deed, the parties agree
and act as follows:
SECTION II
QUITCLAIM DEED GRANT AND CONVEYANCE OF INTEREST IN REAL
PROPERTY FOR DISTRICT MAINTENANCE PURPOSES
2.1 Association does hereby grant, convey and release and quitclaim all right, title and interest, to
C the above mentioned real estate, including any and all rents, issues, and profits thereof,
which Association now has or may hereafter acquire unto the Water & SewerDistriet, and or
its assigns as hereinafter provided for, from the effective date hereof.
SECTION III
ACCEPTANCE OF GRANT AND CONVEYANCE
FOR DISTRICT MAINTENANCE PURPOSES
3.1 The Water & Sewer District does herebyaccept this conveyance of the Real Property herein
provided for.
UUII GLAIM ULLU ANI) AGUtt' 1 AIVUt • J
10.20.10
IN WITNESS WHEREOF, this Quitclaim Deed and Acceptance has been executed
on the o� day of :11A1 -e � 2010 with the intent that it shall be recorded in the office
of the recorder of the County of Ada, State of Idaho.
C ATTEST:
,
Clor� Treasurer
MERIDIAN HEIGHTS WATER & SEWER
ASSOCIATI N, IN
al R, ill
It's resident
MERIDIAN HEIGHTS WATER & SEWER
DISTRICT
Val It, ill, Chairman
QUI rCLAI M DEED AND ACCEPTANCE • 3
10.20.10
STATE OF IDAHO )
: ss.
County of Ada
On this O? day, /of _ , ((CiIL�_, in the year of 2010, before me, a notary public,
personally appeared uR g___ all known or Identified to me to be
President of the Meridian Heights Water & Sewer Assoeiation, Inc, that executed this Quitclaim
Deed and Acceptance, and acknowledged to me that such corporation executed the same.
DATED this day of, 2010,
WK -O
(SEAL)
,,otArrr
p B%o r
0
STATE OF IDAHO )
ss.
Notary Public for Idaho
My Commission Expires: ZA(x� o9O) q
County of Ada )
On this day of in the year of 201 U, before inc, a notary public,
personally appeared Val R. Hill, kno or identified to me to be the President of the Board of
Commissioners ofthe Meridian Heights Water & Sewer District, Ada County, State of Idaho that
executed this Quitclaim Deed and Acceptance, and acknowledged to me that such District executed
the same.
DATED this �day of, 2010,
(SEAL) ```„uuwnuu,u r t ti.
�6yA G I I ., Notary Public for Idaho
v : 9 My Commission Expires: 25 ,UWv Q dol
PUBLIC
"0
OF lV
QUITCLAIM DEED AND ACCEPTANCE - 5
EXHIBIT B
Various Easement Recordings on Condemnation Property
a
I
.�S0Mi+tXt1Y, YNC••; ae •') I -a
' Secand Aarky. � -
l
This Permanant Easement en',d Loan Agreement made �nd erste+
into this d='.�3� day of Aprll, ,l§76, by and bbtwee•n 3TTVBN 14. 1
and SANDRA NAN$OX, husband and xi#e, herenfkar referrgd to as
Patties and SQVT1iWi;ST DGVMOPMr;NT. COMPANY, IMC•, an Iduho .Cort
hereafter re --erred LO as Second ParL•y, each of whom 3oe5•herel
to the f611owirige j
Ne S S E T -N:
41161tE1S :first patties mmn :xsal propsrl:y in Ada c unty, .Idaho
;iarticplarly described as: l
!l
The $1,111 of the NE!{ ol; .Section -25, Township Northr a
Range 1 !Vest, SM -1 �Od,
WMEREAS second party owns:or did ovin Meridian Heights No.
1 Subdivision Nhir_h lien near. to Sirst parti9a' prgprttyi And,
WHEBaaS second party desijen tn subdivlils additional lands
djacent to the.-Xisting tlerirlipn Hei•;.hts Nc, 1 Subd,Lvisionl and,
i•11E;K-;AS Mpridlan 11-1ghts WapaY And :Sem?r Aseocia ion, Inc.
hr.s !•roviderl and will continue to provide.- ctnr and sawer
rgev.1r.e3 yo- said st•hdivi.ainn inc.ludin7 An_y addib ona subdivision as
nr,y hr r •trov*d by the uuthnr.loiia having ;urisdicti,a over any such
new sul.divlalanl and, 1I
MHEP,EA$ the SOaho Derartmont of Hea]tb and L1n1PaYe will require
;,;Writ, of hast•, wi Lve apa:sacingr• efllu.•,nt lfrr 01legepn,(:s)
_ •ruing sup. is cu7;cl+ itl:Lnr3 red Cht'�`i �s.1L a or smir�"l'f rIigr_tjon
n. -arra ianris nn cpn�ltians squired ay the. Idaho. D',rlrlm.•nt of
and n,.l rr cc; nn,9r �•
i'i"iPE:tS t)^n lnno-- rrtrn •d !:y firab ;artier, arta �aal� tar, la?•mar.
'titin n'; ra.00ntr,) ho bn htlllt 'TW are lands y/biclr cnn be
`n¢ ntla r1 o -ted frcn such iarvOn(a)1 and,
first arLies and ,willing to far L•icipahe with second .
"s the di07q,jel of th-7 'dAsl:a Water and savage
EI IBIT C
. � ���d ��at(rlk;of SI,,:gbo.:00 p i •.lsar 'fcammaneing oflUea9 i>!il(.( ,
fff :•ire$r dltJing; lah-i Eh first part;'ea are^ requiged to •pUM
the weato •wet •r and Maw, a#flu nt as h4ein poor} medl�(ie
< gy eccnd parCy As hereinafter pro• dad and OU MO to✓tli5�'�� !•
,,
It
�haY second party, shall have installed s1Aeh. NVlepi q faci,Ll�
tha point of S£schal:ge ixom the lagoon(s) as shall bq Igoe
the YdaF.o 6:+partulent of Health aid Walfara to the o1nE oz
of the FNnp, without coat kolfirs parties•, the pa�•ties age .
i
It is on leKs loud and aelrcecl that seconC ,Harty ishan et.
cost cup, ay. the pule}• and oth.k wavks acceptAble, to;the party 1�
Ujyjdp&j de:yartnant oY Henith and Welfare to the Ooint of anis119
. of the said puMp •and first 'partiea shall provide jhe anetgy;s;
dff,anj such default; '
ut rancz. o4"said fe%3:,litiad by Bald first' p
carr„Rnaa:4-ian to which Ithe first A81Mes w6u
d:, diol, be fora tedlas payment or as part
party fbr audh operation and maintunanco in
"atdard fat damngee Asia Court of proper jur
+' ThAi permanent easement land loan agreement Shall be, eec' i
the nffdga of the Ada Countylaecocder »nd the obli9Ltion to
:and Espana of the waste orater and sewage effluent As herein s��� R
QdQ shall be appurtenant to and constitute a cavalit bthat 'tix 1,
with•the lands herein described. First parties do.� ereby g�t�$'fri`
sell and Convey unto second party an nppurten»nt afjfirmatiue
petual and permanent easement: and right-of-ways exc A as her�E�k4'i'1'.)�
otherwise provided, as necessary to carry nut the 111nte nts ander �( ,
poses of this permanent easenent and loan sgreemak co as tb d1s,'
of such waste Water and senega effluent in the madur herein proV
As further and additional consideration for tPe permanent eado..
ment and loan arraament second party agrees to loan the sum 0
$30,000.00 to first parties connurrert with the Acution of this
permanent easamant and loan agrclol et. sur,.; luau shall be secured
IV
cy a mortgage covering lust yorti_s, lar•Es end shpi3 be repaid me
follows:.
The sum of :uiI OCG'00 shell be paid on or betake January 1, 19771,;
aiid'an 81=10401 51,000'Qo ;shall be paid 3n or be are January 11
1970. '
The sum of 52,000.00 shall he paid an or beEare Unwary 11
1979, and We pnymonts of 0,000.00 shall be pnidI on or bafore •)r'
aanuary 1 or n.ch and ovary MIT thereaft..r nntll ouch tima as said q
i
loan has been tally. paid,
Sold $10,000.00 14an shall not bear interest Uniess second
party Cet^rm%aa that It will ba unable tv meet toe raquiroments of
thi 'Idahc 70,'ar•`•m•:nt of Health and Welfare, ac' o'tliors, for furthar
Ceyelo,,van1. of its f. roporhyL-S-COnd 'aarty shall Iva Wrttteu notice
to firstKEYS EYS if the dev�la5'ment contemplated annot• proceed in
which nvnnh -tart i.a'ties agree to pay interest t scop, party at
of In cvr wun -`fJ thr NO of rcreip of the loan. if
Wy ;Km amu ba Q, (r•.h i -a. •-ill ba gi ila only if additional
,.
_ _^u_' �). `1 ab'_igatiuns of "ist pnrtiss including•
ora:: �., ..-
tF• �..�,.....�„
burs'n n:n^i:>>vit` kl:zir land shill cf4so and term -
i -3A
' i.4�.. s5L 4.ag.«�.r•+'rE1•d'i i L ,".. ' x r
r# -z poi, sit:
v P&zone `Year a#ter.:tom 'Sit s
dad {.
parties�£ruln the second p-att±'t that
Lrc m,
.yyyy��,,¢1yP �ukd •devOiopMent as contemp�ateU herein canFlaE be iaomE,lai:.
r^ht an'6ot bp maria for any redsoh' 0 dfjtCiS:fi� t
{i.:)Eij'a. aec6?td parley, then second party shall erecu la nddai�.i{„'ice
:�
$iY'st. parties such documents, as will Le necessary o rd3lgVa .W
,ofe IS owned by first p9rtWa of the burden of aai pasmaiiei#;t,`••'.;
•easement. ” "-
if the devalapmonl proceeds as dontempleted by t is permaiiW.
eateMent arld loan agraoment„ (In which event firat,pa tlas
•nat be'-raquired to pay interes'✓ on said S90, p00.00 1a n) £izat:
Partie's shall be required to pay annual payments on the loan 4.
ihstaliments of $1,000.00 per year for two yearn and g2, OOO.CG •ii
par year thereafter as hereinabova provided until paid in full -
It is agreed that said annual compensation payments to :#est
patties of .i2,0oo.00 aholl be•adjuated in accordance �,ith the .
consumer price index for each year as compared to the January,
1475 conuun.:r price index when'ouch index should eviUe nce a flua-
tuatlan or N or more. ;
In the event it becomes n4caoeary for any party Ito this
agreemant to institute loge1 piocosdings to en Porca the tern's and
conditions :sf this agreement, the party prevailing i,) any such
action skaii be entitled to robovnr resounabla otturrley fees, as
dFterminad cy the Court, in addition to othar coats and rellef,
The c.• ]nsnte hareln contained Shall LWW,and t d banarits
and advantrq,:e horcof inure too, tb'' resp•:ctiva hr.drs personal rep-
rcaonearl..7;., su.casaora and assigns of tns �arCl^•� Y.Feta•
xa Wi-':gSS WtiE�i53F, first) paYties r,gvv her.auntO;sub-
scribed thO:r n++mos and sect>nd pasty has hereuaLO caysed its coc;-
orate name to be subar_ribed ani) its noel to bu offi:•. all ac aF
the tidy anu Year In +hla ayreeJaert first ab"ve Wcittln•
F:'RTiES
-3f:•Eiiiv1o5T uk:V£LOF Fia1LT CB?4.�::S r�GC.
i.
I
a
&Y of April; 4976, 7seEore mel- the V
:in=a'ed for said- Sta3;_e, PeroonallY opPA
+hi•:tlri'Gf n ape Sandra A. Hansen, 'husband and wile, knot',
a...
' �l,igr'y;}ice apgrL6ptt5 41ho5a Hamas are ll4btic[7.bad to the vri•L'hi
_- ,,d acknowledged to me t'hdt they evecuted the 60
,Xis; WITNESS WNGRROF, X have ;hereunto set my hand
• and year in this certificate
my affi"eial seal, the day
I
liotdry PUb� til for Idal
Residing ak noise, Id+
to,
i first •aljgya:.,
STATE OF IDAHO,
COUNTY; OF ADA, ) i
.this Cl.; ' day of April,:1976, irafore m^_, th^ u{Ldetsigrc:d,
a Rotary public in and ;For said State, personally epprared sumnzr
F1, .7nhnsan, known to me to beha prtsidan:: c: scuthr^,zat Oevcl opnent
Conaany, Inc. that executed hh§ within and fose7oin'3 jinn. trument,
end adY.nnwledged to me that such corporation execu'-d the sawk:•
IH r✓XTAc SS WHERE -OF, I have hereunto sat my hand ,And aifired
my o'•Fici.al seal, the day and 1year In ".is cu-tif icat-, first above.
•,fittyn.
I
1
I r•: xn, ::
LW 1Y Pn': J'1 • ���
at aoise,
J,
B
i
STATE F MA80 )
} Sig.
County Off Ada )
I
o bh£s N day of AitguaC, 1995, heEOre mel a i
Public po sonally appeared David �, nage and E7.1an s
known o me or identified to me to be the Presidernt al
secret ry, respectively, of MRID-W ALIGHTS WATER AM
ASSOC T109, tkC, and acknowledgedit0 me that such col
execut d the game.
I WITNE9$ WHEREOF, T have hereunto oet my hand
eeal, he day and year in thiq,-v r x e firs o
dta, Publi dr Id o,
Reaid ng at
my Commission 4npire6:
�� f 1107^, ✓Y�+•I
j
I
i
I
r
I
GRANT F Pzap&Ti7AL EASEMENT - 6
i
i
i
I
SEWER
d ofEicial
written.
n
9 D04 15
far
DF IGINAOL
() ) 0 ADA 00,:`c-00fl M
OR COPY J. DAVID 'I'VAF 0
I
� DEAUT-Ozamemm A9RMfAN41 Irk
OF
monpro it corporation ("A89001aMon") and ProvIdes as IT" Owe
I
L4= is real owner of re�property in Ada Clunty,
Xdahali part: rly described me follown I
a BWA Of the NHW or Section is, Township a 'forth
*n�re I Wept, 8ASt of the B014 Meridian in 0 Ada _6 ty,
I Ube.
a. The Foregoing daocribed pr6perty is haxe:Lnarta
desorilled as the "Px0pextylt.
C. Lambert is Wacessor in i4exest; in the PrOR54Y ro
Steven M. Hansen and Sandra A.
Hangen, husband and wife
("Hans M11)
about the 8th de:y of!Apjcil, 1979 11ansen Lnd
-qa
"ipjgment Ca7vavy, inc,j a dissolved Idaho II
..4tor tion � hw r; t . 1) am
''464thwouto) entered into that certain "go Inanent
"asem1: and Loan Agreement" recorded with the office a the Ada
qouaty Pecarder as 1aptxumpat No. 7013072 on or about t Is ath day
OE .Apr
1, im, a copy or which is TLtaahea hereto as N :UXDIT A.
R. TheAssociation operates Water and sewer syst;e; a nerving
Meridi n Heighte Subdivislique N00•' 2 and 3, accordin , to the
Ad"ici I plats thereof filed in the ottice of the recorder for
etk Co ty, state Of Idaho,
F The Association has, at all times relevant and pertinent
,2and app
qrLy a ;3Ucation site for
bereW 11AS utilized the Pxon I
sewage effxuenv puism mt to all req4vite government Pe to
i;eijuir d for the diochaxSre and diop6val,'of waste water nd sow's
etftue t upon the property by irrigation and I?uxruant r ) B4W
0. `,be Association desires -toicbmin the easement from
lamber
M
Lambert desires to grant t4 ZaSement to the A moCiati
Por tba Use at the property as described above.
r
GIRAWV W PER)?M= MEMENT - 1
��ssoUz�sz
The Developers of Meridian Heights Subdiviei oip s Nos. 1,
2 and have constzgcted and/or installed all intra-stkucture,
pipes, pumps, !and other equipment rieceseaxy for the alp?1i.cation
of th waste (rater and sewage effluent upon the Pr az` y.
4t
MRRVOI , for and is abisideration of the tual
coven is and: conditions contained1herein and other go d and .
valuab a consideration, the partia4 agree as 90110w81
i
1. Lamb2rt- hereby oonveys a terpatual Hasement t the
Associ tion on, over and upon propgrty owned by Lauber more
paxtio laxly described aas
e SW of the MW of Sectionz5, Township 3 Nort ,
A, ge 1 Tient, East of the Roi a Meridian, Ada County,
4
entitl
water
operat
C with t
was say
5
AeaOai�
forth ;
The Basement granted by Lambert to the Association
1-shoii be pargetual except as set foxth inpr»ibLt A
I
The Association hereby acdapts the grant of the
al sassment from Lambert on;the tezma and conditions set
arein and in Bxbibit A.
Pursuant to the Easement the Association sham. be and is
d to use the Property as a fans application site for waste
d sewage effluent from the Water and sewer systems
d by the Association serving' Meridian Heights subdivisions
2 and '3 according to the ogicial plate thexeoP, recorded
ze of&e of the Ada county macorder to the Same extent as
xthwast under the terms of Exh�.b3t n hereto,
The Lasement granted herein by Lambert to the
tion shall be on the same te4ms and conditions a set
'.n exhibit A hereto and the #,aaa.00 par year i dexed
: payabXe to X,anbert by the Apsudation shall be the same
payment referenced in Zxhibit A hereto and shah not be in
m thereto.
Further, Lambert and the A'ssoei.ation agree t those
one of Exhibit A hereto related to a loan or lodna made by
at to Hansen shall be of no force or effect As between
and the Association.
i
1 '
1
7 Itis. agreed that Lambert and their svccee
)division inwhioh the
.on. in such event, e.
:Ment and the paymento'
Lambert shall pay all
Ltion of the pump whidl
onto the property. n
. and 4wintenance of t1
S. The Association sl
s to the inlet of the
In the event Lambert 7
ad distribution faci,l:
ails or refuses to au)
.sewage effluent- from
In duch a manner as 2
Ease h and qo trperaCeand mainta
the ap ration,; alteration, repair
irriga ion disposal System located
pe the dtitiso of 1Jambert and
anQ da ages izialudIng, but not lin
Lamber annual pexformanae and an
in th operation and maintenance o'.
antire annual coMpeneation to wbic:.
entitl d hereun$er,�ehall be €orfle
to tine Association for Suoi
addit n to any Purthex award Pori
juris cticn may determine.
0. Thio Granit OP Perpetual 1
the. o, £ice of.the Ada County React)
and d apose of the waste water and
pro ed shan be appurtenant to w
run,., ,e Property. Lam2>ert hereby
coava s unto the Association an aft
and right-of-way, except as herein
neces aiy to carxy out the intent`'i
herai to dinpoae Of such waste wal
marine heroin provided.
GRANTOP pE22PB'tM RUHMM" - 3
to
able
2, an,
pump a
cost, "
Ute an
ticula
lose of
the
a
itute a
grants,
'2, perp
se Prov
loses as
sewage
in
s to take
same on
rade
)f serving
with any
of the
.)nate
.1 cease,
sumed in
d sewage
.e for
rubt3an
n such
ain
the event
aste
rtment of
11 be in
and the
enter
a
Perrppetual
luding
he
to
costs
mens to
default
bert, the
Ise be
part
trance in
proper
tided in
to rake
the
s�s�soaa,,
1. This Grant or Perpetual 4asement incorporat �s by
refere 4o the terms, conditions and provisions of Exhi� it A
hereto except those provisions de ling with the loan r loans
made b southviest to Hansen. In a event any of the �tarms,
Condit ono or:provi-sions of rxhibi A are in conflict Lith or
differ nt than the termor, eonditio a or provisions hereof, the
Germs, conditions and prOvioions hereof shall control.
1 . Dccept to the extent described in secCion L , above,
this i strument constitutes and contains the entire a aement of
the pa rias and supersedes and merjes all other prior
unders 'endings and/or agreements b.tween Che parties, f any,
whatbe verbal or written. ,
1 This agreement shall inu;e to and be binding upon the
Van
hereto and their heirs, personal representatives,
succas or
and assigns,
i
I The failure of a party h zero to insist upon strict
perfo Ge or observance of this gxeement shall not �e a waiver
of any breach of any terms ox Bond tions of this agveGment by any
other arty.
i In the event any provision or section of this agreement
confli is with applicable law, or is otherwise held td be
ucanto ceable, the remaining provisions shall nevertheless be
enforc able and carried into egfect`.
i Tha,paxties hereto agree;to execute any oth4gr documMts
reaaen +ly required to fully affectuate.the intentions of this
l xn the event of any litigation arising undezi, or as a
result of, this agreement or arisidg from any of the fiats to be
ger£o ed hereunder or the allagedibreach of this agreement, the
;raver ing party shall recover its Goats and reasonable attorneys
Fees.
1
This agreement dhall be governed and interp 'eted by the
laws o the State of Idaho.
I No amendment, alteration or modification of this
agree nt Shall be effective unless made in writing a d duly
execu d by the parties hereto.
i
GTtAN't F PMETbAL 9AS MBNNT - 4 1 i
C
0
Ire
WxTNES9 WHMMF, the paxtiei have hereuRta exec ted this
nt and made it effective as lliersinahove pXov�,dedllj
I
PMID�w HOMTS WATBR & S;MR
ASSOCIATION, INC.
By: ��
s C
7?zesidan"
i
i
sec at i]
UTAV XPAIM
County of Ads
0 this 9 day of August, 7999, before me, a Nota6 Public,
peXHan 7.y appeared b0NAM LAMBERT and BONNIE t.AMMT ]mown to me
or ide tifled to me to be the persons whose names are subscribed to
the Wi hin instrument and aaknow2edg9d to me that they exl Luted hbg ......
same.
. .� 11 dp•..,
WXTkM
5sal,i he day
WJ3gnOV, T have hereunto set, my hand and o $ a� 7�`; •�;`•
y and year in this certificate Eiset above ixia:pen,ul
ja
y
Notar ,Publ.• a for Idaho j I.........::, '
RetlicIxng ata s �...:
NAY r0mmisslon
GRANT (PP $ERPE,Tr3AL HASgMBNT - S
.c
ovae I1. eV{ieirlr .0 h } .
SAtltlpa A. wa7rdrp, heMtd )
one ..tta_.aa i
rinds Pbrtliop ] 1
Pith PAIy i�,Ir. rWFJW� Awo
�tr� �xraeeehs � 1 ^ 14^F,h1SPT
S.Ad party. ;
2Ail p.kaPnen] Coaowdnt wd Y.vw Ayrsn+-nl m+Ido dntl entered
Sntn Chia e- a dnY or Aprll, 1974, by and >♦.ewrn XMsu, N. PA:I..Pw
rod dAaAPA I1AWJW, hwband aryl ulro, ham .... ..rowed t. ea pleat
Paealt s And uOUAM15-57 06lp,1MMV C41GAW), bq , an MOW Corpor^tlans
hascartda c.terrnd to ea doedml party, teeAvt vhcn. dear Iwrehy wear
to the (q]tevAtgr
jiS3k6kk&FL'
tntpddlS drat pard.. uvn reel Pcerrrty 1n .104 County, Idaho
PedHamlaely doacelled an
. she VW yr the wl al SacMQp 14. Soa.tebtp 1 Month,
Rano- 1 Meet, p.11.] and,
a IVA P score party MW or did aw 141.14San M Aohtr UP.
A Subdlvlelan .ht lAo. n.ar to etre% plod..' ...p.rly7 and,
.MCRIULF second party d•al<ed M .etdt id• 444itlona1 landb
fdj.e..rt eta the ....,,•.Ig tlerAdlaa 8doAta Mo. 1 s.taialalonl end.
Mpsppatz wridl.n Ihlohta water +ad sea4r an6aClatlta, Xne.
Isar h•cotornee pravlded and. Vill eunGlow. tb provlde wtur Ma A;wco
renters roe sate aoWtolalan lbeludinp •hyladitti."S aubpimlalon. as
anyM apPrasee by th. aatavrltlea h.vtno jTcixdiction over .W aeth
rw+. aowWalan7 red,
tlReiP:Ap. thr:d,ae navarta.nt of Rba)tlf 1alpl Meu... olll "Vim
the pPap1!Io OL aa.b uetea •nt .vu•ta eenvank lrnv tub lapaoncO
b.rvlep aurh avldlvlSI-Af and the tll.ptflldA Pr sant by Seciyativn
upon faew Siad. on. annoW..0 cdyuleae by Vie TOM* Ikyart..ent of
Ilaaith acid #Aisne) ace, i
Morar" tb. lnwa,'wood of neat pleats bra near the, 1.]een
No trlstllg ens 1"WIVIa7 to ba eu;At ..w ire latch vhlth &PA be
eoev.ntcobly I-ellbted into bum ]agoo.W;jjdue,
w12Prae itub rasti.a hrr, uli`JnC to pdctltlpata with ""'t
p.egr .dtb CtArdct to the dlepoeel oA the '.tela ...lar and acWopo
�jthibS4 q _
M!
S a, taw1 bad readit.A." m
tUrWORt, far and An m.1d.
io"I" untairm and the ply[
or S2.090-00 sae feta, Eg a,
I uhich 11-4 V--bl-s axe k4w
'-let And .... 4- -94IWnb 6x A
Arty as a ... Inat.e pwwsds0
Forty, hall have kaotall,d
,t aloGh,nq fr.. the Inj..n(a
larbetoant or ROOM "a W.310
,, vithaRt GOA to FIrst pa;tj
UddodA4.6 bad .psora chat 1,
I LhG I%GP URI OthO uU%kv act
lrp.rttank of Health and Vair,
'soap 40d 111.t NTLO. eA.1
U" hh. VAlta Untor and ..Va
t paskles. lend Iflelvdino UAL
1,.d tht.c.... rLsoat"t"
Ad Maintgnanho 61 the 1116 di
tied. Strand party Shall, pt
to no l.i6t of too pwp.
.9g.ra that Bret pavtx,. A"
11ft pCh of S.ottoo R6, Tow
1. cblXq.W to ooneUY4 sa
affloqnh, hoolmlog ob the ga
. 4. "a In". MI.In dod.81b
mtgh% opwr sy-tal, LA PqU A"
to we the 24"ils , Y4
"State -iw any adAvio".1 4
a dwalop. I
evan% 411. Rue% 1phtt'a"Ibik
e teddIoUsIbUtLam 9.611161ta
to
9
fted,
A or the 6. M.d
to Mob FAOLOS 40
.n O.q.nUr %,.t the
to P -.p and 4I.F.,v .1
A vtoyidal to be Palo
jUb-fcpb to the dt. Ltlmd
rumkg t&tlllhl#s th
Oall be roqujzd4 by
0 the "IOU of Old.h-1l
She p0mos Aorta .0 fall."
o0ccy mll at n4
UA6 to an, Paw.. yet
D the Point Of dIsAbArl.
wu. %h. anergy bad
Iflu..h I". that atL.b
to (aaLlWas As
,11 vo reopowsbao roe
Coo, ON# .0d
cost, Ahinhign such
Lr duce.S.C. 1. Gwn.
I Patch, lMum I VGA,
Lh. told orate *,bor
.pp 4446 end to OLG—
tAm much vim. Us an
'Gobble" WhIch 12 able
id porky wch eco nav
.1 ...d Party "
,Pftrhtd and 043ftain
I O"UrAilkwXy COLZ or
'tam "a w.s. met.
U.,UItQ4 by VIA
ald fit,L arlle. .041%
th, rxvh* nb key and
I
•
•
�.sss�uus�;
stab ar raebhsttdttian or the Sitlgahltn tltaivaal Systole Sodaaed
A 014 rdol VrePUCty and praporly rarf.re the If dutsP$ of alld Sifib
errlas and raaavar any end all ;,data and dpdapaa, inelualm. but
a hafted to tho sup of She Sold h-lau0.P0 £ such amp.% ryF_
demands sone In the gYenk dt any suer b,taula�An kho vin rattcn
d mo}ntoednce of .4d f4e11laln0 by Aoki SAO 0 porikdA, to* rostra
e1 avppiA,ekldq to ehpeh the first Vaeale0�wbld okherblaP,bt
nalarpd, en.11 be COrf.lted b$ mIonk or as uk paymant to the
stand porky for ouch hpo,AHon'and dalnke,nnF In Addiklo. to any
I Veehef eeaCd for dasage$ do t Court of propo Ilvrladloklon ateVld
gafrd} w.
' '{hlo pR^vtnenk yaapeana qad loan apeaerw� snafl Ar c+eoaided LI
I WIgn of the oda C.VAty pswrda; she the-pppppp��t��t119etlon to kohe ,r
_ Ad ampeae eC the 40o%% earn: qqd :LZ4d 91flrnt ,o haeol0 pro.. ,
fdcd. shell bo appuekt0hnt to ens a.d,dllk.Uv P .0van.nt thet epno
IM too land$ htfa{n dpl;el0ed. ;telt paftte do horoby dive, gonna.
ml and move* ante somnd patty 0n eppuetePg k al£SrshtM v6r.
4114 ena':pae..e,nk aaee.ent :Pod rlaM1a�vf.uvy'j ecaepk AY
th,"Ism, preYldtdt as novo/cosy t0 terry out to. 1pkente and,tod.•.
,Fm ce thin pdtrdn.A% ...pant and loan agaebnont eo N to dl#03%
f such losto eater add Acuson r(tuenb 1, to m,nrdv bores. pfevldgd.
A$ further and hdd1t100a1 gonsldaeatlon f1v the iorohnede o_a:e-
do enol Soan aggd..hk at"Ad perky egreae to, loon "a sue Of
]0,000.00 to £lest tackle. cuagteinnt mlth too ,9oouklon or able
peroena0t earcment and loan ao,alommk. such 1Den shell be 0e ' hd
a .acts 9e .ovselno chat pbrtlehe fandd anb Phil 1 ba ea Me on qa
'She I" of 31,000.00 dhnll be Vold op of Peace January 1, 1917,
and an Additional 11,000,00. shall w pole on or berate January 1.
Id, 1910• I
all, Poq or $1,000,00 shad be Wo oo or pafore vanugc; 1,
1919. and like peyoa.ts of 17,000.00 shut be Vold en or before
dnneery.l of tech and ovary poor th.rxoftee Vnel1 such tlha a *aid
U. h„ Vann NUY Veld,
i 5a14 $30,000.90 loan Abell ooh Lava lataieak. unfree do ... a
Vicky ootor.100% thak It .111 be Vahblu to scot the ragUIreaantp of
i the SadNd b "Feegnk of MuMli, Ptd pelfaaq, oci okh,rs, for fgether
deYalepvdnt:ef Stl Oraparty. Second patty shill 9IY4 v.lkteh U.
to ticmk pecYlvv if one dayelopoent anAtevplOt6d' CAAAnb V;Paaed In
ablch vVrnd•rl$at Povpie, osteo he pay lnkevaee to v,.ond pePUY at
the rate af110% por CNWe Code the Mao at saeelVb of the lean. L
..sone pert* dl... such oetlm, fuhich vii% fi0 pltion only If atdltlaopl
devel.,aeob C.ncek prod.edl "X mbi[gateene dI``dl�ack poral., a.ASeelne
tat perdanant bucdon tor4ng pith thole lend apF11 derosm eM lain»
f+ i . • . .,i0. )
I
I
I
I
1
I
i
+ 'J,3FJ'ia
i Jl94ia0U�f;E
tont► "Oft Tor plyegnb of the prlaclyol NO Interest on the
patBandi.0 tarn end thr tull e.ounb of prinetp.l and Int.peat
"too ohail NORM duo 406 payable ane year �ftgr raarlpt of
written opts" by drat parblrs true the e4coRd party that On
prop -:9d d.voloPoeot as sonto0pl.ted h,eoln iapwt. en oaaplated.
If rurpha� a4voy"mat connot be AN& tar l� resign An d4tafulagd
by en. -opo" party' tnon:..corb party shat gal vto AM dally"
ld fleJ6 Pateles ouch doco*EOa AA "111 b. eana.a to ..lf,va
the lepW;ovnad by abet pertlls of the hxfdan o: said paroeotnt
'YI rho davolopponk proceeds no contdpPl�atcd by this ycrnpnnht
sapapepb ind torn tgceandnt, t10 which syonk, first parika DWI.
.0e A. roaPlrae to pay ldtae,.t on cold die')paP.0P Iran{ THEN
poctlop shall ba required to poy sndeas paynrnts on OR 1046 in
tnoc►ilud40 or !1,000.00 PAD year fox Cap yearo End 11,000,00
Pea yeas tharmf6.d ao h9e010abov4 prauldrdLnK1 paid 16 cult,
It Is Apsodd bhst sold 0noval Aoop4ns.flan p.yaap,A to float
portlos.of Ai'000.00 11".13 he adjustad 16 axc4fdonce pith two
eenau,,r bslcr SMO% roe eaah y.te op ronptlad to the aanuery,
1919 e0a!p0•0 Pried ANDAR .hen duxh indag alo
�I old evWomb a elura
tuptton or S% gP "Co.- i
rn th. ,,alk It h,da.aA nees.rary for Tiny pasty to this
agodo".n, to inatltute luprl preeuddingx to ..fe.e0 the teeaA and
rondlelrne or We o0Mr61nb, the ":party plo �ai116q 10 .0y ouch
Action AWL be entttlyd to eecbvgr xaasoo.11jjIn attocnay teas, as
daterstnad by the covvtp In Addition i0 othdr emtd And ralllt.
^.hs rTeeaetA harem WAbAtIdd shat% blnd,a6d the ba0.fle,
and adv4pk40ee hentor inure to, the'cheat{v, halo, penory4l X.P.
0.rsntaaliva+p 011.0,0400. and ."Ago, or The ;p40cioo ha0ate.
mu, -vp urtunsa "CROrp c4c.4 pmott.A ba,. hegoont0
nava and eecund poesy ban haeoonto caused Us cosp-
oratc 11144 tP be sebserlhed end its roes to U afflxod all AN or • '
th. day and yadz 4n thl, pg.aauanb flr.t above urltteg.
yYRSS .PAP�YCS
f
A'rfESyr •doUT�all'y hAPaQuil cOW Pr�I.IC..-
.rHea�y Dep on
_ 1 5LGpHa pApTY
n!
i
i
• ' I
ATAI't W S9A:IO4
IcQvmI or ADA
fi.
On tela 8'Kday of Arelli 19Yej MroSt net the vedaafl9..d.
• Rotary;phbue In end toe stld smote, perdenblly hppaoted Skevad
R. Raasdh and Sandra A. Ramon, NOW end vita, knvm to no to
to the Peraaw vhvie Dwane are .,e wcnbpd !v the vlahln AML,t
meat, and aekapwladgad to M that they w:al Edd the aegis.
10 {Im=9 Rllmborf S have hereunto dbe ay head am a!CSxed
If attlClal reel, she day 001 year In this levetAtleata d1Cab hbavo
..CIEW., ; •• .-
• Ief7A. �•. �%=• Yir
- Rna �lnq ai Seat iaeho ?;� ;
STAm or bale.
eo.
SPURCY Py ADA,
on tris e.g day kr April. 1974, beree% ao. kha vnCervlgnadr
. RptACy tubi;a An Ona for sold Skala, per tonally Apadaeed Sumner
R. Jobnian, them to " to he tht vXOS140h of vaukhrtab oevalopaom
C.-Ppnyl, P60. that aapevkad the vlphtn ant tbeagolnq lnstreaene,
end aek"WladgId to m that eeah eetpfraadgn eeaeatpd tRe rami.
Atigl aw umcor, T hays harauato rlIat"hard and alilXfd
ny vfrAelel Coal. the day and you !n kNtg nttlrloa`_e that above
written.
ah. s
$*aid
U
nq it a lic.aaeho
1
wRNepdp(WIlVidlp� I
• iw,.aMaa.d
r4 .
-S�
I
R
EXHIBIT C
Centers 40 acres legal description
A parcel of land being the SW'/4 of the NE'/a of Section 25, Township 3 North,
Range 1 West, Boise, Meridian, Ada County, Idaho.
Said parcel containing 40 acres, more or less.
C
EXHIBIT D
Centers 152 +/- acres legal description
A parcel of land located in the NE '/< and the W '/2 of Section 25, Township 3 North, Range 1
West, Boise Meridian, Ada County, Idaho, and more particularly described as follows;
COMMENCING at a 5/8" iron pin monument marking the N''/< corner of said Section 25, from
which a 5/8" Iron pin monument marking the northwest corner of said section bears North
89°42'27" West, 2640.22 feet; thence along the north boundary of the NW I/ of said Section 25
North 89°42'27" West, 2640.22 feel to the NW corner of said Section 25; thence along the west
boundary of the NW Ya of the NW '/< of said Section 25 South 00°15'21" West, 1325.72 feet to
the SW corner of said NW Y, of the NW 1/4, the POINT OF BEGINNING;
Thence along the south boundary of said NW % of the NW '/4 South 89°45'13" East, 1321.85
feet to the SE corner of said NW 114 of the NW '/., said point being the southwesterly corner of
Kentucky Ridge Estates Subdivision, as filed for record In Book 70 of Plats at Page 7191,
records of Ada County, Idaho;
Thence along the southerly boundary of said Kentucky Ridge Estates Subdivision, the southerly
boundary of Kentucky Ridge Estates Subdivision No. 2, as filed for record in Book 72 of Plats at
Page 7389, records of Ada County, Idaho, and the south boundary of the NE'/< of the NW '/< of
said Section 25 South 89'45'13" East, 1322,02 feel to the SE corner of said NE'/< of the NW Y4;
Thence continuing along the southerly boundary of said Kentucky Ridge Estates Subdivision
No, 2 and of said Kentucky Ridge Estates Subdivision and the extension thereof, and along the
south boundary of the NW % of the NE % of said Section 25 South 89044'41" East, 1320.12 feet
to the SE corner of said NW'/ of the NE 1/4, said point being on the extension of the westerly
boundary of Meridian Heights Subdivision No. $, as filed for record in Book 62 of Plats at Page
6274, records of Ada County, Idaho;
Thence along said westerly boundary and extension thereof, and the west boundary of the SW
/ of the NE 1/4 of said Section 25 South 00°04'50" West, 132$.11 feet to the southwesterly
corner of said Meridian Heights Subdivision No. 3, said point also being the SE corner of said
SW '/< of the NE %;
thence leaving said westerly boundary and along the south boundary of said SW % of the NE A
North 89°44'63" West, 1320,21 feet to the Center'/, corner of said Section 25, said point being
the NE corner of Parcel B as shown on Record of Survey No, 5104, records of Ada County,
Idaho;
Thence along the southerly and westerly boundary of said Parcel B:
Thence South 00005'29" West (formerly South 00409'52" East), 1324.03 feet to the SE
corner of said Parcel B;
EXHIBIT D
Centers 152 +/- acres legal description (continued)
Thence North 89051'36" West (formerly South 89°53'03" West), 1829.22 feet to the
southwesterly corner of said Parcel B;
Thence North 41 °46'40" West (formerly North 42°02'00" West), 913.60 feet;
Thence North 44°06'40" West (formerly North 44022'00" West), 45.00 feet;
Thence North 59037'40" West (formerly North 59°53'00" West), 42.00 feet;
Thence North 70050'40" West (formerly North 71'06'00' West), 50.00 feet;
Thence North 83°13'05" West (formerly North 83°28'25" West), 95.25 feet to a point on
the west boundary of the SW % of said Section 25;
Thence along said west boundary North 00°09'31" East (formerly North 00005'50" West),
565.72 feet to the W'/n corner of said Section 25, the NW corner of said Parcel B;
Thence leaving the boundary of said Parcel B and along the west boundary of the NW A of said
Section 25 North 00°15'21" East, 1325.90 feet to the POINT OF BEGINNING.
EXCLUDING THEREFROM:
A parcel of land being the SW'/n of the NE'/a of Section 25, Township 3 North, Range I West,
Boise, Meridian, Ada County, Idaho.
EXHIBIT E
Hansen Property legal description
The Northwout quarter of that Northoaot quarter of. Sartion 25, Tcemahip 3 North, Rangn 1
mat, soles Koridian, Ads CounLy, Idaho.
RXCSpT a portion of land lying in the Northwout quarter of the Northeast quarter or
seotion 25, Tocenshtp 3 North, liango 1 P7u9L, Eoisc Ilerldian, Ada County, Idaho, more
particularly described by matoo and boundu as follows,
Commencing at the Northeast corner of the Northeast quarter of Section 25, Toemahip 3
North, Range I I9aut, eolso Norldian and running
North 69°43111' West, 1,319.73 feet along the Northerly boundary of the said Northeast
quarter of Rection 25 to a Dint marking the Northeast corner of the Northwest quarter of
the said NorL•heaot quartor of 7oetion 25, said point being the TRUE POINT O1' SXf1INNIN(I)
thence
South 00041600 Met, 1,293.07 feet along the 8autenly boundary of the said rlorthe,set
quartor of the Northeast quarter of SoOtlon 26 to a point that beard
North 0004.50° trout, 30.00 feet from the Southoost corner of the said Northwuat quartor of
the Northeast quoxtor of Section 25) thenen
North 89047116° Went, 55.00 foot along a line parallel to and 30.00 feet NortllOrly from
Lha Southerly boundary of the said Northwast quarter of the Northeast quarter of section
25 to a point) thonce
North 310181380 Wout, 365.69 foot to a point) thence
North 0004'50° East, 240,00 foot along a line parallel to and 245.57 foot 4testorly from
the said easterly boundary of the Northwout quarter of the Northeast quarter of Section 25
to a point on the contorlino of the Ridenbaugh Canal) thence
along said contorlind of that Ridonbaugh Canal the foilowing coursos and diatancoor
North 24000100^ West, 396.00 feet to a point or curval thence
Northwesterly 99-12 foot along a curve to the eight having a radius of 305-45 feet, a
tangent of 50.00 feet, a deflection angle of 18036134" right and whose long chord bears
North 14042'13^ Heat, 98,69 foot to a point Of tangent, thence
North 8024126" Weet, 12a,99 foot to a point of curve; thence
Noxthweatorly 240.20 foot along a curve to the left having a radius of 057.22 feet, a
tangont of 12s.do feet, a deflection angle of 16035434u left and whoao long chord bears
Narth 130421130 West, 247.30 feet to 6 point of tangent, thence
North 22000100" Went, 13.00 feet to a point on the sald Northerly boundary of the
NOrthedet quarter of 80oti01) 26) thence
leaving said contorlino of the Ridenbaugh Canal and running
South 890430110 Ndot, 467,00 feet along tits said Northerly boundary of the 116etheaut
quaeter of Sootion 25 to the POINT OP 8WINNINo.
ANI) gXCLPT a parcel of land being a portion of the Northwout quarter of the Northeast
quarter of Section 25, ToNnship 3 North, Range I fest, Boise 14eridian, Ada County, Idaho
and mors partiaularly described as follows,
Baginning at an aluminum cap marking the Northeast cotner of the Northwout quarter of the
Northeast quarter of Election 25, Township 3 North, Bongo I West, itoieo Norldian, Ada
County, Idaho, thence
along the Northerly boundary of the said Northt,ost quarter of the Northeast quarter of
(oontinuad)
EXHIBIT E
Hansen Property legal description (continued)
mater, pE80RYP7m (oontinued)
section 25,
Korth 09043111" Went, 1,319,51 foot to an iron pin marking the Northwont corner of "aid
�ortTr est quarter of the Northgnnt quarter) thence
leaving gold Northerly boundary and along Cho P:ostorly boundary of said Northwest quartor
of the Northeast quarter
South 04081510 Wost, 505.26 Peet to an iron pin, said iron pin being the REAL POINT On
p801NN1,,401 thence
leaving nald veotorly boundary
North 61014,190 gadt, 24,12 Cent to an Iron pin) thonco
Horth 84023151' Eget, 120,00 feat to all iron pinj thence
South 88028151" 6'ast, 103.16 feet to an iron pinj thence
SoVth 70°46131' Baot, 376.27 feet to an iron pinj thonco
South 7003115" goat, 773.94 feet to an iron pin on the southerly boundary of snid
Northwast quarter of the Noythonet quarter) thence
along sold southerly bormdnry
NorL•h 89044'4111 West, 796.15 feat to an Iron pin marking the SOuthWest cornOr Of aaid
Northwast quarter of the Northeast quarter] thence
lenving said southerly boundary and along the Westerly boundary Of said Porthwodt quarter
of the Northeast quarter
lrortll 0005/510 I;adt, 018.35 foot to the POCNT OF SROINNINO.
AND ALSO MDPT a parcel of land situated in the Northuast quarter of tha Northea9L
quartor of Boction 25, Toonlship 3 North, Range 1 West, Eolse Meridian, Ada County, Idaho,
More particularly described as followai
Commencing at tho Northwest torpor of aaid 14orthwoot quarter of the Northeast quarter)
thence
Eanterly along North boundary thereof, a distance, of 200 foot to a point, the R13AL POINT
OF BKOINNIM) thence
South parallel to the West boundary thereof, a distance of 220 feet to a pointl thence
East parallel to the North boundary thereof, a distanoa of 200 root to a point) thence
North parallel to the goat boundary thoroof, a dioL•anea of 220 Cost to a point) thence
Weaterly along North boundary, a distoACe of 200 foot to the REAL POINT OF MINNINO,
AND INCLUDING THE FOLLOWING PARCEL:
EXHIBIT E
Hansen Property legal description (continued)
A parcel of land located in the NW 'I/ of the NE % of Section 26, Township 3 North, Range 1
West, Boise Meridian, Ada County, Idaho, more particularly described as follows:
Commencing at the NW corner of said NW '/< of the NE'/;
Thence along the north boundary of said NW'/ of the NE % South 89°43'11" East, 200.00 feet
to the Point of Beginning;
Thence parallel to the west boundary of said NW'/ of the NE 1/4 South 00°04'50" West, 220.00
feet;
Thence parallel to the north boundary of said NW Y. of the NE'/ South 89"43'11" East, 200.00
feet;
Thence parallel to the west boundary of said NW '/a of the NE 1/4 North 00004'50" East, 220.00
feet to a point on the north boundary of said NW '/, of the NE Y4;
Thence along said north boundary North 89°43'11" West, 200.00 feet to the Point of Beginning.
Said parcel containing 1.01 acres, more or less.
EXHIBIT F
DESCRIPTION OF MHWSD WATER SYSTEM
Water System:
All water rights, water storage reservoirs, groundwater wells and pumping facilities,
distribution lines and facilities including but not limited to water service lines, fire
hydrants, valves and water meters, associated real property, fixtures, rights-of-way, and
easements, permits, licenses, other improvements and appurtenances, and interests (other
than Excluded Assets as defined in this Agreement), including the real property
specifically identified on Exhibit A of this Agreement, as generally depicted and
portrayed by the colored dashed lines on the map attached hereto, owned by the Meridian
Heights Water & Sewer District.
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EXHIBIT G
DESCRIPTION OF MHWSD SEWER SYSTEM
Sewer System:
All sewer collection pipelines, associated real property, fixtures, rights-of-way, and
easements, permits, licenses, other improvements and appurtenances, and interests (other
than Excluded Assets as defined in this Agreement), including the real property identified
on Exhibit A of this Agreement, as generally depicted and portrayed by the solid green
lines on the map attached hereto, owned by the Meridian Heights Water & Sewer System
X222: z_
EXHIBIT H
MHWSD CASH ASSETS
Cash Assets of Meridian Heights Water & Sewer District (9/27/13);
Main Checking Account (Zion's Bank) $ 28,860.31
Money Market Account (Zion's Bank) $115,652.66
Capital Improvement Fund Account (Zion's Bank) $ 11,110.27
Bond Anticipation Note Account (Us Bank) $ 316.64
TOTAL $155,939.88
EXHIBIT I
MH WSD OTHER REAL AND PERSONAL PROPERTY
EXHIBIT "I"
MHWSD Other Real Property/Personal Property
Buildings
Description
Year Built
Location
Well House 41
1969
20 W. Harris Street/Meridian Heights Sub
Well House 42
1992
344 W. Winnipeg Street/Meridian Heights Sub
Well House #3B
2011
936 Riodosa/Kentucky Ridge Estates Sub
Sprinkler Shed
1992
345 W. Winnipeg/Meridian Heights Sub
Sewage Pump House
1990
345 W. Winnipeg/Meridian Heights Sub
Pipe Storage Building
2011
345 W. Winnipeg/Meridian Heights Sub
Electrical Panel
1992
345 W. Winnipeg/Meridian Heights Sub
Chlorinator Building
1992
345 W. Winnipeg/Meridian Heights Sub
Office Equipment
Description
Location
Office Desk 60x25x58"
Clerk/Treasurer's Home
Office Cart 32x20x32"
Clerk/Treasurer's Home
Lateral File30x20x27"
Clerk/Treasurer's Home
2 Door Cabinet 29x2000"
Clerk/Treasurer's Home
2 door Cabinet -Locking 35x18x60"
Clerk/Treasurer's Home
Lenovo CD -Writer, DVD w/Keyboard
Clerk/Treasurer's Home
')ell Laptop Inspirion
O&M Lead Operator's Home
_enovo Monitor, LCD Color 23" Wide
Clerk/Treasurer's Home
Toshiba eStudio 2551c Printer -Leased
Clerk/Treasurer's Home
Equipment
Description
Location
2 Door Cabinet, Wall Mount 42x15x30"
Well House #1
Aluminum Folding Step Ladder 22'Max
Well House #1
Hand Tool, Landscaping
Well House #1
2 Drawer Lateral File Cabinet 36"
Well House #2
4 Drawer Lateral Locking 36"
Well House #2
2 Door Cabinet, Wall Mount 42x15x30"
Well House #2
3000 PSI 2.6 GPM Pressure Washer
Well Hosue #2
Digital Chlorine Tester
Well House #2
Digital Data Logger
Well House #2
Wet/Dry 6.5 HP 16Gal Shop Vaccum
Sprinkler Shed
Electric Space Heater 1S"
Sprinkler Shed
Hand Tool
Sprinkler Shed
Metal Come -a -long Hoist
Sprinkler Shed
Metal Drop Box
Sprinkler Shed
"Working" Signs (4) Small
Sprinkler
Shed
, ater Valve Tool
Sprinkler
Shed
Exhibit I-MHWSD 9.27.13
EXHIBIT 111"
Files
Description
Location
Archived Files
Well House #2
Customer Files
Clerk/Treasurer's Home
FY2013 Files
Clerk/Treasurer's Home
FY2014 Files
Clerk/Treasurer's Home
Exhibit I-MHWSD 9.27.13
Exhibit I
STREET LIGHT NUMBER
STREET LIGHT LOCATION
MHWSD OWNED
IDAHO POWER OWNED
MHOI
MHO2
MH03
MH04
MI-105
... . ...... .. ...
S MERIDIAN RD/W BLOOMINGTON
W BLOOMINGTON/W ROCKFORDx
BETWEEN 131/149 W ROCKFORD
----------
5 PEORIA WY/W ROCKFORD
- - ------ ----
S PEORIA WY/W WINNIPEG
MH06
MH07
S WY/W BLOOMINGTON
x ---- ------- -
-PEORIA
W BLOOMINGTON/S SPRINGFIELD
MI -108
BETWEEN 3671/3691 S. SPRINGFIELD
-x
---MH09'
MHIO
KRII
KR12
KR13
BETWEEN 3601/3615 CARBONDALE
W BLOOMINGTON/HARRIS
. .... ........
KENTUCKY RIDGE PARK . .
...... .. .
RIODOSA/S KENTUCKY WY
HARTACK/S KENTUCKY WY
W BLUE DOWNS/S KENTUCKY WY
KR14
KR15
W BLUE DOWNS/ARCARO
KR16
ARCWRO/RI0DOSA
EXHIBIT J
MHWSD WATER RIGHTS
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EXHIBIT K
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EXHIBIT L
Deficit Pro Forma
MHWSD / CENTERS / COM FINANCIALS
Water & Sewer Services
WATER Responsible Responsible
Expanses:
Financing Party:
Performing Party:
$
513,084
MHWSD
MHWSD
$
66,066
MHWSD
MHWSD
$
80,000
Lee Centers
Lee Centers
$
40,000
MHWSD
City of Meridian
$
200,000
MHWSD
City of Meridian
$
250,000
MHWSD
Cltyof Meridlan
$
1,149,150 Subtotal
Water System Costs
1,265,716 Subtotal
_ $.
350,000
MHWSD
MHWSD
$ 1,499,150 TOTAL Water Systemlmprovements
Nature of Expense:
COM Water Hook Up Fees
COM Water Meeter Fee
Water Main Extension to District (Estimated)
2 Existing Well Abandonments (Allowance)
MHWSD Meter Improvements (puts, setters, etc.) (Allowance)
Water System Improvements (Allowance)
Outstanding Water Loans/Other Debt
Funding:
Responsible
Financing Party:
Responsible
Performing Party:
Nature of Expense:
$634,575*
City of Meridian
City of Meridian
COM WaterAllowance(3 wells, property, water rights, etc.)
$80,000
Lee Centers
Lee Centers
Construction of Water Main Extension(Estimated)
$150,000
MHWSD
MHWSD
All MHWSD Reserve Funds and Cash on Hand (all District financial assets)
$ 230,000
Available Offsetting Funds
Construction of Sewer Main Extension& Single Point Connection
$
$634,575'"
WATER SYSTEM COST DIFFERENCE
(Unfunded)
Engineering Design for Sewer and Water/Construction Staking
r - Represents half of all water expenses ==> established by splitting all water expenses between District and City (offer first deducting Centers'$80k
contributian for the water main and the Districts$150k cash)
SEWER
Responsible
Responsible
Expenses:
Financing Party:
_ Performing Party:
Nature of Expense:
$
780,716
MHWSD
MHW5D
COM Sewer Hook Up Fees
$
270,000
Lee Centers
Lee Centers
Construction of Sewer Main Extension& Single Point Connection
$
35,000
Lee Centers
Lee Centers
Engineering Design for Sewer and Water/Construction Staking
$
180,000
MHWSD
MHWSD
Sewer Bond Anticipation Note
$
1,265,716 Subtotal
Sewer System Costs
Responsible
Responsible
Funding:
Financing Party:
Performing Party:
Nature of Expense:
$
780,716
Lee Centers
Lee Centers
Credit from Lee Centers to assist in financing the deal
$
270,000
Lee Centers
Lee Centers
Construction of Sewer Main Extension & Single Point Connection (Estimate)
$
35,000
Lee Centers
Lee Centers
Engineering Design for Sewer and Water/Construction Staking (Estimate)
$
1,085,716 Available Offsetting Funds
$ 180,000 SEWER SYSTEM COST DIFFERENCE (Unfunded)
$ 814,575 TOTAL UNFUNDED COSTS FOR BOTH WATER & SEWER
$ 814,575 ANTICIPATED DISBURSEMENT REQUIRED FROM SEWER BOND
EXHIBIT M
PLANNED MHWSD IMPROVEMENTS
CENTRAL
CONSULTING INC.
_
413 wear IDAHO. Sum a01
00190. IDAHO 03102
300.aM9400 OFFICE