MOU Regarding Kleiner Memorial Park DonationADA COUNTY RECORDER Christopher D. Rich AMOUNT 00 5
BOISE IDAHO 05/09112 01:52 PM
DEPUTY Bonnie Oberbillig III IIIIIIIIIIIIIIIIIIIIIIIIIIIII�I III
RECORDED -REQUEST OF I
Meridian City 112043737
MEMORANDUM OF UNDERSTANDING
BETWEEN
THE JULIUS M. KLEINER MEMORIAL PARK TRUST
AND
THE CITY OF MERIDIAN
THIS MEMORANDUM OF UNDERSTANDING ("Agreement") is made and entered
into this _/�day of May, 2012, by and between The Julius M. Kleiner Memorial Park
Trust, UTA, Dated April 5, 2007 ("Trust") and The City of Meridian, Idaho ("City"), to
establish a mutual understanding regarding certain details related to the Julius M. Kleiner
Memorial Park ("Park").
WHEREAS, Trust is constructing a developed park on 60 acres that is to be donated to
City as a public park ("Project"); and,
WHEREAS, Trust intents to convey a complete Project to City and that all construction
will be completed before deed conveyance or shortly thereafter; and,
WHEREAS, City and Trust desire to establish a mutual understanding regarding issues
related to deed conveyance and ongoing obligations.
NOW, THEREFORE, the parties hereby agree as follows:
1. Well Relocation. After the recording of the Gift Deed, Trust shall continue to be
responsible for its obligations under the Well Sharing, Water Supply and Easement Agreement
dated July 31, 2008 and recorded as Ada County Instrument Number 108087272 (the "Well
Sharing Agreement"). If the well identified in the Well Sharing Agreement has not been
relocated within five (5) years from the date of the recording of the Gift Deed, then Trust and
City shall enter into an addendum to this Agreement whereby the Trust's obligations under the
Well Sharing Agreement shall be transferred to City, and the Trust shall transfer to the City
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42340.0004.4943292.4
sufficient funds to fulfill the Trust's obligations under the Well Sharing Agreement, not to
exceed Thirty Thousand Dollars ($30,000).
2. Roadway Cost Reimbursement. After the recording of the Gift Deed, Trust
shall continue to be financially responsible to Meridian Centercal, L.L.C. ("Centercal") for the
Trust's reimbursement obligation for its share of the construction of Records Road and related
improvements, as set forth in the Purchase and Sale Agreement and Joint Escrow Instructions
between the Trust and Centercal dated June 30, 2008.
3. Gift Deed. City and Trust have agreed on the form and content of the Gift Deed,
a copy of which is attached hereto as Exhibit A and incorporated herein by this reference. At
such time that the Gift Deed is presented to City by Trust, the City Council hereby authorizes the
Mayor to sign, and the City Clerk to attest said deed and any other escrow or closing documents
not inconsistent with the provisions of this Agreement.
4. Escrow and Taxes. City has chosen to utilize the services of an Escrow Agent to
assist the parties in determining the amount of pro -rated property taxes at the time the Park is
transferred and to carry out instructions related to the recording of the Gift Deed. Trust agrees to
be responsible for payment of its share of pro -rated property taxes prior to recording of the Gift
Deed. If the Gift Deed is recorded before the taxes for 2012 are set, the apportionment of the
real property taxes for 2012 shall be based upon the taxes for 2011. When the taxes for 2012 are
set, City and Trust agree to adjust the proration of the 2012 taxes and, if necessary, to refund or
pay such sums as necessary to effect such adjustment as of the date of recording of the Gift
Deed. City agrees to pay for the services of the Escrow Agent and any related recordings fees.
The designated Escrow Agent shall be Erin Dixon at First American Title. Trust and City shall
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42340.0004.4943292.4
each submit escrow instructions which shall include a provision instructing the Escrow Agent to
record the executed Gift Deed in the land records of Ada County at such time as City and Trust
agree.
5. Water Rights. City and Trust acknowledge that Trust has submitted to the Idaho
Department of Water Resources ("IDWR") on or about April 4, 2012 a Notice of Change in
Water Right Ownership pertaining to State of Idaho Water Right No. 63-33613. Trust agrees to
cooperate with IDWR as reasonably necessary to obtain approval from IDWR to the requested
change. In the event IDWR approves the requested change, Trust shall cooperate with City in its
Notice of Change in Water Right Ownership for Water Right No. 63-33613 to be prepared and
submitted by City after the Gift Deed has been recorded.
6. This Agreement shall be construed and interpreted in accordance with the laws of
the State of Idaho. The parties agree that the courts of Idaho shall have exclusive jurisdiction
and agree that Ada County is the proper venue.
7. Time is of the essence with respect to the obligations to be performed under this
Agreement, and said obligations shall be ongoing and survive the recording of the Gift Deed.
8. Except as expressly provided in this Agreement, and to the extent permitted by
law, any remedies described in this Agreement are cumulative and not alternative to any other
remedies available at law or in equity.
9. The failure or neglect of a party to enforce any remedy available by reason of the
failure of the other party to observe or perform a term or condition set forth in this Agreement
shall not constitute a waiver of such term or condition. A waiver by a party (i) shall not affect
MEMORANDUM OF UNDERSTANDING - 3
42340.0004.4943292.4
any term or condition other than the one specified in such waiver, and (ii) shall waive a specified
term or condition only for the time and in a manner specifically stated in the waiver.
10. This Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors, assigns, heirs, personal representatives, purchasers, or transferees of
any kind.
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42340.0004.4943292.4
IN WITNESS WHEREOF, the parties do execute this Agreement the day and year first
above written.
THE JULIUS M. KLEINER MEMORIAL
PARK TRUST, UTA, DATED APRIL 5, 2007
Michael E. Huter, Co -Trustee
By:z' �1� ,
Elden E. Gray, Co -Trustee
CITY OF MERIDIAN, IDAHO
By:
Tammy d r , Mayor
ATTEST:
QOS_�,TB.D AllCUST
? ow
Q �* City of
E IDAHO
IDAHO
SEAL
Jaycee olman, City Clerk
MEMORANDUM OF UNDERSTANDING - 5
42340.0004.4943292.4