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PZ - Dedication and Development Agreement - Baron & Viper DEDICATION AND DEVELOPMENT AGREEMENT This DEDICATION AND DEVELOPMENT AGREEMENT ("Agreement") is made and entered into as of the 21 st day of October, 2020 (the "Effective Date") by and between Baron Ten Mile LLC, a Colorado limited liability company ("Baron"), Corey Barton, an individual ("Barton"), Open Door Rentals LLC, an Idaho limited liability company ("Open Door"), and Viper Investments LLC, an Idaho limited liability company ("Viper"). Baron, Barton, Open Door, and Viper may be referred to in this Agreement individually as "Party" or collectively as the "Parties" as warranted under the circumstances. RECITALS A. Baron owns that certain real property located in Ada County, Idaho, which is legally described on Exhibit A, attached hereto and incorporated herein (the "Baron Property"). B. Viper owns that certain real property located in Ada County, Idaho, which is legally described on Exhibit B, attached hereto and incorporated herein(the "Viper Property"). C. The Baron Property and the Viper Property are generally depicted on Exhibit C, attached hereto and incorporated herein. D. Barton and Open Door are developing that certain real property depicted on Exhibit C as the "Barton/Open Door Property", and Barton and Open Door own the portion of Barton/Open Door Property fronting Pine Avenue. E. The Baron Property, the Viper Property, and the Barton/Open Door Property are collectively referred to herein as the "Properties". F. The Properties all have frontage on that certain roadway commonly known as Pine Avenue ("Pine Avenue"), which will be a public road owned and maintained by the Ada County Highway District("ACHD") and is generally depicted on Exhibit C. G. The Parties are currently in the process of planning, entitling, and developing their respective Properties and, in connection with the development of the Properties, the City of Meridian and ACHD are requiring Pine Avenue to be widened, improved, and dedicated to meet ACHD's standards commensurate with the proposed developments. H. The Parties desire to enter into this Agreement to memorialize and implement the terms of their mutual agreement with respect to the widening and improvement of Pine Avenue on the terms and conditions set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the recitals above, which are incorporated herein by this reference, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: DEDICATION AND DEVELOPMENT AGREEMENT PAGE 1 OF 11 15270605_7.docx 1. Dedication of Right of Way on Segment 1. This Section I relates only to that portion of Pine Avenue extending west from Ten Mile Road and continuing along the Baron Property's frontage to the westernmost edge of the Baron Property ("Segment 1"), as shown on Exhibit C as "Segment 1". Baron owns the property adjacent to Segment I to the south and Viper owns the property adjacent to Segment I to the north. If Baron develops the Baron Property first and is required by ACHD to widen and improve Pine Avenue in accordance with ACHD's requirements, then Viper hereby agrees, upon written request from Baron, to dedicate to ACHD a portion of the Viper Property, as legally described in Exhibit D, attached hereto and incorporated herein, adjacent to Pine Avenue to accommodate the improvements and widening so that Pine Avenue is centered on the section line dividing the Baron Property and the Viper Property (the "Viper Dedication Property"). If Viper develops the Viper Property first and is required by ACHD to widen and improve Pine Avenue in accordance with ACHD's requirements, then Baron hereby agrees, upon written request from Viper, to dedicate to ACHD a portion of the Baron Property, as legally described in Exhibit E, attached hereto and incorporated herein, adjacent to Pine Avenue to accommodate the improvements and widening so that Pine Avenue is centered on the section line dividing the Baron Property and the Viper Property ("Baron Dedication Property"). Baron's and Viper's obligations to make the dedications described in this Section 1 shall become immediately effective as of the Effective Date. 2. Costs to Widen and Improve Pine Avenue; Irrigation Relocation Costs. Each Party is responsible for all of their own costs and fees incurred to: (i) widen and improve Pine Avenue along the frontage of their respective property; and (ii) construct any required frontage improvements on Pine Avenue along their respective property. Notwithstanding the foregoing, to the extent existing irrigation facilities must be relocated to accommodate any Party's widening of Segment 1, the Parties hereby agree to share any actual, reasonable, and documented costs incurred and paid by one or more of the Parties to relocate such irrigation facilities in the following percentages: (i) Baron twenty-five percent (25%); (ii) Viper fifty percent (50%); and (iii) Barton and Open Door, jointly and severally, twenty-five percent (25%). Any Party that incurs costs to relocate such irrigation facilities shall provide written notice to each other Party that such costs were incurred and paid and requesting contribution in the percentages set forth herein ("Contribution Notice"). A Contribution Notice must be accompanied with receipts, invoices, statements, and such other documents and materials showing that the costs were actually and reasonably incurred and paid. Upon receipt of a Contribution Notice in accordance with this section, the receiving party shall make prompt payment, within thirty (30) days. The Parties will work together in good faith and use their best efforts to abandon the irrigation facilities to avoid the need for relocation. No cost sharing is required except as expressly set forth in this Agreement, but the Parties may, in the future, enter into subsequent development or cost sharing agreements to equitably divide, on a proportionate share basis, the costs of constructing the roadway or public utilities within Segment 1 to serve the Properties. 3. Default. No Party shall be deemed to be in default under this Agreement unless a non-defaulting Party first provides the alleged defaulting Party with a written notice of the default (which notice shall describe the alleged default with particularity) and a period of not less than thirty (30) days to cure any default; provided, however, if the nature of the default is such that more than thirty(30) days are reasonably required for its cure, then the defaulting Party shall DEDICATION AND DEVELOPMENT AGREEMENT PAGE 2 OF 11 15270605_7.docx not be deemed to be in default if such Party shall commence such cure within such thirty (30) day period and thereafter diligently prosecutes such cure to completion. 4. Representations, Warranties, and Covenants. In the event a Party breaches its representations, warranties, or covenants in this Section 4, the breaching Party shall indemnify, defend and hold the other Party or Parties, and its successors and assigns, harmless from and against any and all loss, damage, claims, penalties, liability, suits, costs and expenses suffered or incurred by the other Party arising out of or related to any such breach. 4.1 Each Party represents and warrants to the other Party that: (i) it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its formation and it has all requisite power and authority to enter into and perform its obligations under this Agreement; (ii) the execution, delivery and performance of this Agreement have been authorized and approved by all required corporate action and do not and will not violate any law, rule, regulation, order, decree or permit which is applicable to it or violate its organizational documents or any agreement to which it is a party; (iii)this Agreement is a legal and binding obligation of such Party, enforceable against such Party in accordance with its terms; and (iv)there is no litigation pending or, to its knowledge, threatened to which such Party, is a party that, if adversely determined, would have a material adverse effect on the Party's ability to perform its obligations under this Agreement. 5. Notices. All notices required or permitted to be given under this Agreement shall be in writing and shall be given by: (i) hand delivery, in which event such notice shall be deemed received upon the delivery or refusal to accept delivery thereof, or (ii)U.S. Certified Mail, return receipt requested, with postage prepaid, in which event such notice shall be deemed received upon the earlier of the date of actual receipt, the date of delivery as shown on the return receipt, or the third day after deposit in the mail; or (iii) a nationally-recognized overnight delivery service (e.g., FedEx), in which event such notice shall be deemed received upon the earlier of the actual date of receipt or the day after deposit with the nationally-recognized overnight delivery service. Notwithstanding the foregoing, actual notice, however given and from whomever received shall always be effective, and any notice given by a Party's attorneys, shall, for all purposes, be deemed to have been given by such Party. All such notices shall be addressed to the appropriate Party at the address set forth below, or at such other address as a Party may specify from time to time by notice to the other Party: Baron: Baron Properties, LLC Attn: Greg Hector 1401 17th Street, Suite 700 Denver, CO 80202 Email: ghector@baronproperties.com Telephone: (720) 937-0746 DEDICATION AND DEVELOPMENT AGREEMENT PAGE 3 OF 11 15270605_7.docx Barton and Open Door: Corey Barton 1977 East Overland Road Meridian, ID 83642 Email: shawn@trilogyidaho.com Phone: (208) 288-5560 Viper: Viper Investments LLC Attn: Corey D. Barton 1977 East Overland Road Meridian, ID 83642 Email: shawn@trilogyidaho.com Phone: (208) 288-5560 6. No Partnership; No Fiduciary Duties. Nothing contained herein shall be deemed or construed to create or constitute a partnership, joint venture or agency relationship between the Parties. No Party shall owe another Party any fiduciary duty of any kind whatsoever, and no Party shall have authority to act for another Party. 7. Successors and Assigns. Any Party may assign their duties, rights, and obligations under this Agreement. Notice of any assignment shall be promptly provided the each Party. Subject to the foregoing, all of the terms, provisions, covenants and conditions of this Agreement will inure to the benefit of and be binding upon each Party and their successors or assigns. 8. No Third Party Beneficiaries. No provision of this Agreement is intended or is to be construed to confer upon any third-party any rights or remedies under or by reason of this Agreement. 9. Waiver. Waiver of performance of any provision of this Agreement shall not be a waiver of, nor prejudice the Party's rights otherwise to require performance of the same provision or any other provision. 10. Entire Agreement; Modification. This Agreement supersedes all prior agreements between the Parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter. This Agreement may not be amended except by a written agreement executed by the Parties. 11. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid, illegal or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid, illegal or unenforceable. 12. Governing Law. This Agreement will be governed by, and construed in accordance with the laws of the State of Idaho without regard to its conflicts of law. DEDICATION AND DEVELOPMENT AGREEMENT PAGE 4 OF 11 15270605_7.docx 13. Further Assurances. Each Party shall use reasonable efforts and work in good faith to implement the provisions of this Agreement, and for such purpose each Party shall, without further consideration, promptly execute and deliver or cause to be executed and delivered to the other Party such consents, documents or other instruments in addition to those required by this Agreement as any other Party may reasonably require to implement any provision of this Agreement. 14. Counterparts Signatures. This Agreement may be executed by electronic signature and in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. 15. Remedies. If any Party shall be in default of its obligations under this Agreement, a non-defaulting Party shall be entitled to exercise any right or remedy available at law or in equity, which rights and remedies shall include, but shall not be limited to, damages, injunctive relief, specific performance, a declaratory action, and other similar equitable relief. DEDICATION AND DEVELOPMENT AGREEMENT PAGE 5 OF 11 15270605_7.docx DATED as of the Effective Date , BARON TEN MILE LLC, a Colorado limited liability company By /A, Name : A0*AW& W1166 Its : COREY BARTON , an individual By : Name . OPEN DOOR RENTALS LLC , an Idaho limited liability company By : Name : Its : VIPER INVESTMENTS LLC_, an Idaho limited liability company By : Name . Its : Exhibits : Exhibit A — Legal Description of the Baron Property Exhibit B — Legal Description of the Viper Property Exhibit C — Map of the Properties and Segment 1 Exhibit D — Legal Description of the Viper Dedication Property Exhibit E — Legal Description of the Baron , Dedication Property DEDICATION AND DEVELOPMENT AGREEMENT PAGE 6 OF 11 15270605_7 .docx DATED as of the Effective Date. BARON TEN MILE LLC, a Colorado limited liability company By:_ Name: Its: COREY BARTON, an indivi al Name: OPEN DOOR RENTALS LLC,an-Idaha�limited liability company By: - � Name: t Its: VIPER INVESTMENTS LLC, an idah imited liability co�apany By: Name: Coro Its: 1- Exhibits: Exhibit A—Legal Description of the Baron Property Exhibit B—Legal Description of the Viper Property Exhibit C—Map of the Properties and Segment 1 Exhibit D—Legal Description of the Viper Dedication Property Exhibit E—Legal Description of the Baron Dedication Property DEDICATION AND DEVELOPMENT AGREEMENT PAGE 6 OF 11 15270605_7.docx EXHIBIT A LEGAL DESCRIPTION OF THE BARON PROPERTY An annexation parcel located in the NE Y.of the SE'/4 of Sectson 10,Township 3 North, Range 1 West, Boise Meridan, City of Meridian, Ada County, Idah�o, and =re particularly described as follows: BEGINNING at a Brass Cap monument marking the northeast corner of said NE'/4 of the SE 1/4, from which a Brass Cap monument marking the southeast corner of the SE%of said Section 10 bears S 0'51'58"W a distance of 2646.23 feet; Thence along the easterly boundary of said SE %4 S 0°51'58" W a distance of 899.42 feet to a point on the northerly right-of-way of the Oregon Short Line Railroad; Thence N 88°29'39"W along said northerly right-of-way a distance of 528.42 feet to a 5/8 inch diameter rebar; Thence N 42'27'06"W a distance of 659.08 feet to a 5/8 inch diameter rebar; Thence N 6°32'24" F a distance of 415.20 feet to a 5/8 inch diameter rebar on the northerly boundary of said NE%4 of the SE'/4; Thence S 89'11'05" E along said northerly boundary a dstance of 939,50 feet to the POINT OF BEGINNING. This parcel contains 17.46 acres and is subject to any easements existing or in use. Clinton W. Hansen, PLS T V,) Land Solutions, PC October 2,2020 11118 f. �j 9rP OF U-n— Solutions Pine Ave and Ten Mile Rd Property U.da ymya C Job No,19-19 DEDICATION AND DEVELOPMENT AGREEMENT PAGE 7 OF 11 15270605_7.docx EXHIBIT B LEGAL DESCRIPTION OF THE VIPER PROPERTY PARCEL IV: The .South Half of the Southeast quarter of the Northeast quarter of Section 10, Townsh_p 3 North, Range 1 West, Boise Meridian, Ada County, Tdano. EXCEPTING THEREFROM any portion Lying North of the Centerline of the Ten Mile Stub Drain. FURTHER EXCEPTIUG that portion conveyed to the Ada County Highway Distriot for right-of-way by warranty Deed, recorded August 31, 2006, as Instrument No. 106141328, records of Ada County, Idaho. DEDICATION AND DEVELOPMENT AGREEMENT PAGE 8 OF 11 15270605_7.docx EXHIBIT C MAP OF THE PROPERTIES AND SEGMENT 1 11 713W* c =�. .'a i�wG tat !2jj71 * Miner Prooeft Segment 1 -{ '• ,r stet � _ yp�s.st - R; - BartonlOpen ! .� G door Property 4 s f Y t y—f Baran Property •w Ott:m : rw F— �+� may_ .+. -.,_•--. _ «..�.- _ - t=�I.i a - * This Exhibit C to Dedication and Development Agreement is intended by the Parties to be in color and the original and all copies shall be in color. If necessary, the Parties hereby agree, that a color version of this Exhibit C may be introduced as extrinsic evidence in any action or proceeding of any kind. DEDICATION AND DEVELOPMENT AGREEMENT PAGE 9 OF 11 15270605_7.docx EXHIBIT D LEGAL DESCRIPTION OF THE VIPER DEDICATION PROPERTY A parcel of land located in the Southeast 1/4 of the Northeast 1/4 of Section 10, Township 3 North,Range i West,Boise Meridian,Ada County,Idaho more particularly described as follows; Commencing at the East 1/4 corner of said Section 10 from which the Center 1/4 corner of said Section 10 bears,North 89°36'02"West,2655.68 feet;thence on the East-West centerline of said Section 10, North 89'36'02"West, 105.0c feet to the REAL POINT OF BEGINNING; thence continuing on said centerline,North 89'36'02"West,834.50 feet; thence leaving said centerline,North 06007'28"East,25.13 feet; thence South 89°36'02"East,864.20 feet to the West right-of-way line of N. Tan Milp Roan- thence on said West right-of-way line,South 52'35'07"West,40.78 feet to the REAL POINT OF BEGINNING. Containing 0.488 acres,more or less. End of Description. DEDICATION AND DEVELOPMENT AGREEMENT PAGE 10 OF 11 15270605_7.docx EXHIBIT E LEGAL DESCRIPTION OF THE BARON DEDICATION PROPERTY A parcel being located in the NE'/4 of the SE%of Section 10,Township 3 North, Range 1 West, Boise Meridlan,City of Meridian,Ada County, Idaho, and more particularly described as follows: Commencing at a Brass Cap morriment marking the northeast corner of said NE%of the SE%, from which a Brass Cap monument marking the southeast corner c€the SE'/4 of said Section 10 bears S 0°51'158"1N a distance of 2646.23 feet; Thence N 89°1 V05"W along the northerly boundary of said NE%4 of the SE%a distance of 63.02 feet to a point on the westerly right-c€-way of N.Ten Mile Road,the POINT OF BEGINNING; Thence along said right-c€-way the following courses and distances: Thence S 0°48'55"W a distance of 20.00 feet to a point; Thence S 44°09'34"E a distance of 7.07 feet to a point; Thence leaving said right-of-way N 89*11'05"W a distance of 883.98 feet to a point; Thence N 6°32'24" E a distance of 25.13 feet to a point on the northerly boundary of the NE'/4 of the SE'/4 of:aid Section 10; Thence S 89'11'05" E along said northerly boundary a distance of 876.48 feet to the POINT OF BEGINNING. This parcel contains 0.504 acres and is subject to any easements existing or in use. oNpLLA/V S Clinton W. Hansen, PLS �\ S T F F GAG Larxd Solutions, PC ` < October 15,2020 a $ 0 If) io�lSlz'z z OF VIl �r/ � �� Pine Ave and Ten Mile Rd Property L4 aoaw�eymy icons Pine Avenue Right-of-Way Job No,19-19 Page 1 of 1 DEDICATION AND DEVELOPMENT AGREEMENT PAGE 11 OF 11 15270605_7.docx