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:
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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
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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
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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.
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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.
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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
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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
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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
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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.
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EXHIBIT C
MAP OF THE PROPERTIES AND SEGMENT 1
11 713W*
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.'a i�wG tat
!2jj71 * Miner Prooeft
Segment 1
-{ '• ,r stet � _
yp�s.st - R; - BartonlOpen ! .�
G door Property
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Baran Property
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* 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.
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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.
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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
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