Loading...
AgreementADA COUNTY RECORDER J. DAVID NAVARRO AMOUNT .00 11 BOISE IDAHO 111301O6 01:21 PM DEPUTY Vicki Allen RECORDED—REQUEST OF 106187191 City of Meridian This sheet has been added to the document to accommodate recording information. Agreement for Donation of Real Property for Bainbridge Park by Brighton investments, LLC. Approved by City Council November 14, 2006. AGREEMENT FOR DONATION OF REAL PROPERTY (Bainbridge Park) This agreement entered into thisir day of NOVem►xr 2006, between the City of Meridian (City) and Brighton Investments, LLC, an Idaho limited liability company (Brighton). RECITALS Brighton desires to make a donation to the City and the City desires to accept a donation from Brighton on the following terms, covenants and agreements herein contained to be kept and performed by the parties. The parties do hereby agree as follows: 1. Description of Site. Brighton agrees to execute and deliver to the City, and the City covenants and agrees to accept from Brighton, a Deed of Gift for a parcel of real property (the "Site") consisting of approximately 7.5 acres of land, more or less, which is described on Exhibit A attached hereto and made a part by reference. The Site will be platted as Lot 1, Block 8 of the Bainbridge Subdivision ("Plat"), as generally shown on the plat attached hereto as Exhibit B and made a part by reference. If the Plat has not been recorded priorto the recordation of the Deed of Gift forthe Site, Brighton agrees to convey the Site by the metes and bounds legal description attached as Exhibit A which conforms to the proposed lot as shown on Exhibit B. The City covenants and agrees to use the Site to provide community open space and recreation facilities for citizens of the City of Meridian, including but not limited to parking lots, sidewalks, walking paths, playground equipment, picnic facilities, tennis courts and restrooms ("Park Facilities"), which will be owned, operated and maintained by the City. 1.1 It is understood that Brighton and the City intend for the gift of the Site to qualify as a tax-exempt contribution to a governmental entity. Brighton shall complete, sign and provide the City with a Department of Treasury Internal Revenue Service Form 8283, Noncash Charitable Contributions, and the District shall execute the Donee Acknowledgement portion of said form and agrees to provide the original form to Brighton in exchange for receipt of the Deed of Gift. Although the City agrees to complete the Donee Acknowledgement of the IRS f=orm 8283 as set forth above, the parties agree that Brighton's gift of the Site to the City via the Deed of Gift is not contingent upon the charitable tax treatment of the donation, the City undertakes no liability or obligation with regard to the tax status of the donation, and Brighton agrees it shall have no recourse to the City for any claims, damages and costs and expenses (including attorneys fees) arising out of the tax treatment of the donation. The City agrees to otherwise reasonably cooperate and take such other actions as Brighton may request to effectuate the recognition of the donation. Property Donation Agreement, page 1 1.2 Appraisal of the Site. Prior to the Closing Date (as defined below) and at no cost to the City, Brighton shall obtain an appraisal of the Site performed by an appraiser acceptable to both parties. The appraisal shall be certified to Brighton and the City and shall be delivered prior to the closing and such appraisal shall meet the requirements of federal income tax regulations for donated real property (Treasury Regulation Section 1.170A -13(c)). 1.3 No goods or services were received by Brighton in consideration for the donation of the Site. 2. Transfer of Title. The Site shall be conveyed by Brighton to the City by Deed of Gift in substantially the form attached hereto as Exhibit C and made a part by reference ("Deed of Gift"). 3. Conditions of Conveyance. The City expressly acknowledges that Brighton's conveyance of the Site to the City shall be subject to each "Conditions of Conveyance" set forth in the Deed of Gift. 4. Title Insurance. Within ten (10) days after the date of this Agreement, Brighton shall deliver to the City a commitment for title insurance ("Title Commitment") issued by TitleOne Corporation, 1101 West River Street, Boise, Idaho covering the Site. The City shall have fifteen (15) days after receipt of the Commitment within which to provide Brighton with written notice that it objects to any matters shown on the Commitment, provided that the City shall not be entitled to object to the standard printed exceptions, matters set forth on the Plat, and utilities necessary or convenient for the development and use of Brighton's adjacent property. Brighton may, in its sole discretion, eliminate or modify such matters objected to by the City. If Brighton does not eliminate or modify the exceptions objected to by the City prior to the recordation of the Deed of Gift, then the City may terminate this Agreement and not accept the gift of the Site from Brighton. At closing, the City may, at its cost, purchase an owner's policy of title insurance in such amount and in such form as the City desires. 5. Plat, Future Easements. If the Plat has not been recorded prior to the recordation of the Deed of Gift, the City, as the owner of the Site, agrees to execute all documents required to record the Plat. The City acknowledges that the Site will be subject to a 15 foot easement along the north boundary as shown on the Plat. In addition, if reasonably necessary for Brighton to locate utilities and/or services through the Site to serve Brighton's adjacent property, the City agrees to grant such easements to Brighton over the Site, provided such easements do not materially interfere with the City's use of the Site as a Park Facility. 6, Closing: Closing shall occur between November 15, 2006 and December 15, 2006, the exact date to be mutually agreed by the parties, provided, in no event shall closing occur later than December 31, 2006 ("Closing Date"). Unless otherwise agreed by Property Donation Agreement, page 2 Brighton and the City, closing shall occur at the offices of the Title Company. The escrow fees for the Title Company shall be paid by Brighton. Taxes, assessments and irrigation water assessments ("Taxes") shall be prorated as of the Closing Date. Brighton shall pay all Taxes for due and payable prior to the Closing Date. The City shall be entitled to possession of the Site on the Closing Date, provided that the City agrees thatthe Site may continue to be used for farming purposes until development commences. 7. General, This Agreement constitutes the whole agreement between the Parties and no warranties, agreements or representations have been made or shall be binding upon either party unless herein set forth. Unless expressly stated otherwise herein, this Agreement is the final agreement and shall be binding upon the heirs, personal representatives, successors and assigns of the respective parties hereto. All terms and conditions hereof and all instruments referred to herein and contemplated hereby shall survive the transfer of title to City and shall remain in full force and effect in accordance with their terms. 8. City Approval: It is understood by Brighton that this Agreement shall not be effective on the City until approved by the Mayor and City Council of Meridian. IN WITNESS WHEREOF, the parties have executed this Agreement for Donation of Real Property on the day and year first above written. Brighton Investments, LLC, An Idaho limited liability company 1:3y: Da id W. T rnbull, Member City of Meridian OF Tammy de ee Mayor rW°'ter ATTE T: P _ - �:_.�=� City Clerk Property Donation Agreement, page 3 STATE OF IDAHO ) ss. County of Ada ) On this day of / 2006, before me, a notary public in and for said state, personally appeared David W. Turnbull, the person that executed the instrument or the person who executed the instrument on behalf of Brighton Investments, LLC, and acknowledged to me that such company executed the same. IN WITNESS WHEREOF, I have :here to set my hand and affixed my official seal the day and year first above written. Nop•�� Notary Pubkllfor Idaho JSE�L) ` �P� Residing at Meridian, Idaho •'4 J�'": My commission expires: talk STATE OF IDAHO } } ss. County of Ada } On this14� day of _KbVe -jjoet- 2006, before me, a notary public in and for said state, personally appeared Tammy de Weerd and William Berg known to me to be the Mayor and City Clerk of Meridian, Idaho, who executed the within instrument, and acknowledged to me that the City of Meridian executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. r�000*0000*. (SEAT. tiG ;�o• .A T'F.p-•� Property donation Agreement, page 4 Notary Publi "dah Residing atho My commission expires: r [-! Exhibit A Map Showing General_Location of Site .engineering North West, LLC 423 N. Ancestor Place, Suite 180 Boise, Idaho 83704 (208) 376-5000 • Fax (208) 376-5556 ProjectNo. 02-043-01 Date: August 31, 2006 BAINSi2IDGE SUBDIVISION 7.5 ACRE PARK PARCEL DESCRIPTION A parcel of land located in the NE 1/4 of Section 27, T. 4 N., R. 1 W., B.M., Meridian, Ada County, Idaho and being more particularly described as follows: Commencing at the section corner common to Sections 22, 23, 26 and 27 of said T. 4 N., R. I W.; Thence North 89°17'35" West, 2647.29 feet on the section line common to said Sections 22 and 27 to the 1/4 section corner common to said Sections 22 and 27; Thence leaving said section line, South 25012'23" East, 13S5.33 feet to the REAL POINT OF REGINNXNG; Thence North 74°50'00" East, 80.93 feet to a point of curve; Thence 228.27 feet on the arc of a curve to the right, said curve having a radius of 1040.00 feet, a central angle of 12034'33"and a chord distance of 227.81 feet which bears North 8110717" East to a point of compound curve, Thence 278.43 feet on the are of a curve to the right, said curve having a radius of 1351.37 feet, a central angle of 1l°48'17"and a chord distance of 277.93 feet which bears South 88°01'1 I" East; Thence South 00°38'54" West, 552.22 feet; Thcnco North 89°21'06" West, 253.00 feet; Thence South 0038'54" West, 121.41 feet to a point on a curve; Thence 74.41 feet on the are of a curve to the left, said curve having a radius of 5155.83 feet, a central angle of 00°49'37" and a chord distance of 74.40 feet which bears North 8956'34" West; Thence North 00038'54" East, 122.18 feet; Thence North 89°21'06" West, 25 3. 00 feet; Thence North 00138'54" East, 498.92 f t to the real point of beginning. Said parcel contains 7.50 acres more or lessra.7 PREPAXt1~AX;X: Engipeering NorthWest, LLC sa too James It. Washburn, PLS �zLC'66ainbrW(a7.3 Acre Puk Pamd Uead- Property Donation Agreement, page 5 Exhibit B Plat � .oDVt ODvs .aD•Dc .Dont AD'De m•o< oo'oD .00'oc 1 , ./s•ps � - AVM NO.L9NISN3H 'N '^ � �....~ ' 89'9Ll Ir 1 oDa9 oafs DDmd •�- 00'09 ^ n,00 zs Dont - o,Dr•os ' ,DI'4C9 1 r \1 I ,f/'SZl I1 I C7 1 g O i 1 I 1 r 80'rx I 1 M a I W1 1 ^ 9912 I ` O nlxr al LlJ I 1 l s-m- � \ ` ,S6'fxl \ I \ 1 \ JL Wk f'f9f `\ 6 .Cf'f6in .00'99 .00'/9 .00'99 ,00'09 •00'01. ,00'y9 a ,D 6 zl I N N � � 1 9s.xo' .rf•DZI r��, w.l'dM 71VHN30N3lV 'N Property Donation Agreement, page 6 Exhibit C Form of Gift Deed DEED OF GIFT (Bainbridge Park) THIS DI=ED OF GIFT made this daY of 2006, bet" eff: BRIGHTON INVESTMENTS, LLC, an Idaho limited liability company ("Grantor").arl�'fRtf� City of Meridian ("City"), whose current address is fCtfiari; ' Idaho 83642 ("Grantee"). WITNESSETH: r ,. 4, Section 1. Conveyance. AS A GIFT to Grantee, Grantor does hereby grant;rnveylp Grantee all of the real property located in the County of Ada, State of scribed on "Exhibit A" attached hereto and made a part hereof (the "Property" j, � TOGETHER with all and singular the tenemen`ditaments and appurtenances thereunto belonging or in anywise appertaining�rR, This conveyance by Grantor to Grarfeg"ide subject to the following exceptions: 1. All taxes and asspssagents levied and assessed against the Property, including liens and assessmer)t$ v an* irrigation district ("Taxes"), for the year 2006 and thereafter. All Taxes for the c6'�rept ygr shall be prorated between Grantor and Grantee as of the date of this Deed ofJO'ift.�xi§s levied and assessed for the prior year shall be paid by Grantor."° L 2. Ea�ernen ayjld rights-of-way for roads, ditches, tunnels, utilities and other purposes and u $ k,whici easements and rights-of-way are of record or visible upon a physical ins ction�+q�f the Property, �Y Ex&ptions, reservations, terms, covenants and conditions of record. Secttast Conditions of Conveyance. TO HAVE AND TO HOLD the Property unto Grantee subject to the following 6kpress conditions and covenants which are accepted and agreed to by Grantee as evidenced by Grantee's execution of this Deed of Gift (collectively, "Grantee Covenants"): Property Donation Agreement, page 7 A. Park Facilities, The City covenants and agrees to use the Property to provide community open space and recreation facilities for citizens of the City of Meridian, including but not limited to parking lots, sidewalks, walking paths, playground equipment, picnic facilities, tennis courts and restrooms ("Park Facilities"). The City, in its discretion, shall determine when the Park Facilities are constructed. The Park Facilities shall at all times be owned, operated and maintained by the City. B. Prohibitions on Use. Without the prior written consent of Grantor,,-wh1�"u,, k consent may be withheld in the sole and exclusive discretion of Grantor, at not'rfiiet" "d,t _.�,� under no circumstances shall the Property, or any portion thereof, or the Parkfaaiil;i to be constructed thereon, be utilized for (i) residential, commercial, industrf'� or `;other purposes which are inconsistent with the use of the Property as a public Dark; o`�i) any use which is inconsistent with the use of the Property pursuant to the cl(fi poopte'd, written policies of Grantee. 11, . 4� :a C. Restriction of Transfer. The Property l p Y shall in wktQlr���' e or in part, be transferred or conveyed by Grantee., D. Name of Park, Without the prior written "nt f Grantor, which consent may be withheld the sole and exclusive discretion of" ,Tr; Park to be constructed on the Property shall be referred to as the "BainbdPar Section 3. Term of Grantee Covenan { Ion. The term of the Grantee Covenants sha€(*,commence on the date recordation of this Deed of Gift and continue therea r a�' eriod of thirty (30) years following the date of recordation of this Deed of Gift,(Qve nt Term"). From and after the expiration of the Covenant Term, the Grantee Q' v%n shall automatically terminate and end and shall be of no further force or effecte", f y The Grantee Give n°shall be a burden on the Property for the benefit the Grantor, its successors dassigns, and shall run with the land. Section 4.ecce "e. B1 ' c�e*"ce below, Grantee shall be deemed to have accepted and agreed to comply �t Grantee Covenants set forth in this Deed of Gift. 11 X Property Donation Agreement, page 8 1IN HTON INVESTMENTS, LLC, an Idaho kliability company David W. Turnbull Member \ ate of Idaho County o tate te County of 0 Idaho 0 ty On this f 2006, before me, a Nota State, personally appeare vid W. Turnbull, known or lden Managing Member of Brighton In ents, LLC, an Idaho * 'b*aE I co �a member who subscribed said limited Iia company na lia and acknowledged to me he executed the sa S*j 1 it W Property Donation Agreement, page 9 ,Rpbfic it and for said ii me to be the 150ility company, the foregoing instrument, ility company name_ k Puiblic for Idaho kring at Commission expires M ACCEPTANCE THE CITY 0 MERIDIAN, by its execution below, hereby accepts the terms of the foregoing Deed of G1 and agrees to accept title to the Property subject to the Grantee onditions, and agrees comply with the same. DATED: 2006 THE CITY OF MERIDIAN By: A� Its: State of Idaho County of Ada On this day of 2006,,,b re State, personally appeared 01rlpf, Notary Public in and for said A , known or identified to rnG the:fiby of Me * ian, that executed the foregoing instrument, and acknowled d OVe that such City ex cuted the same. Notary Public for Idaho esiding at M Commission expires EXHIBIT A (Desvti�o,0,,IProperty) Property Donation Agrcement, page 10