PZ - Road Construction and Cooperative Development Agreement DocuSign Envelope ID:31 EE4A10-E8E6-47B3-8310-D587D005913A
ROAD CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT
THIS ROAD CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT (this
"Agreement") is made and entered into as of the date last set forth below (the "Effective Date"), by and
among 10 MILE FRANKLIN, LLC, an Idaho limited liability company (10 Mile") and HOTEL-SLC, LLC, an
Idaho limited liability company ("Hotel-SLC"). 10 Mile and Hotel-SLC are sometimes collectively referred
to as the "Parties" and individually as a "Party."
RECITALS
A. Hotel-SLC owns that certain real property legally described on Exhibit A, attached hereto and
made a part hereof(the"Hotel-SLC Property"and sometimes referred to herein as"parcel#1215131400").
B. 10 Mile is the contract-purchaser of that certain property legally described on Exhibit B,
attached hereto and made a part hereof (the 10 Mile Property"), which 10 Mile Property is located
immediately north of the Hotel-SLC Property.
C. Prior to the Effective Date, 10 Mile made application to the City of Meridian (the "City")
for annexation, zoning, and concept plan review (collectively, the "Initial City Applications") in
connection with the development commonly known as "The Ten @ Meridian." The concept plan
associated with the Initial City Applications depicts that certain proposed public road commonly known as
W. Cobalt Drive extending from the existing approach on S. Ten Mile Road on and over the 10 Mile
Property and then on and extending on and over the Hotel-SLC Property, as conceptually depicted on
Exhibit C, attached hereto and made a part hereof. The portion of W. Cobalt Drive shown on Exhibit C
as located on the Hotel-SLC Property is sometimes referred to herein as the "off-site segment."
D. The Initial City Applications were approved by the City on July 27, 2021, which approval
acknowledged Hotel-SLC's objection to the location of W. Cobalt Drive on the Hotel-SLC Property with
the City's adoption of the following condition of approval:
Prior to submittal of a preliminary plat application, the applicant [that is, 10 Mile] shall execute a
mutual agreement with the property owner of parcel #1215131400 [that is, Hotel-SLC] on the
terminus of W. Cobalt Dr. in conformance with the approved concept plan. If a mutual agreement
cannot be reached, the applicant shall design and construct the half section of W. Cobalt Dr., so
that the center line for the portion that abuts parcel #1215131400 is along the shared property
boundary, with the centerline of W. Cobalt Dr. eventually turning southwest (proceeding from east
to west)to allow for a stub in a location to be approved by ACHD.
This Agreement is the Parties' attempt to reach such mutual agreement.
E. As provided further herein, 10 Mile anticipates submitting a preliminary plat application to
the City in connection with the 10 Mile Property (the "Preliminary Plat Application") as soon as
practicable after the Effective Date, which Preliminary Plat Application shall include preliminary road
design plans for the Project, defined below, and an explanation that the Project (including, without
limitation, the off-site segment) is to be reviewed by the applicable governmental agencies as part of the
Preliminary Plat Application and, if such Preliminary Plat Application is approved by such agencies, shall
be constructed during the first phase of development of The Ten @ Meridian.
F. The Parties desire to use good faith efforts to cooperate in order to, without limitation: (1)
provide for the complete design and construction of the Project; (2) provide for the allocation and
payment of the Project Costs, defined below; (3) contribute a portion of the Hotel-SLC Property (the
"Hotel-SLC ROW") to Ada County Highway District ("ACHD"); and (4) contribute certain real property
owned by 10 Mile (the 10 Mile Surplus Property") to Hotel-SLC. The Hotel-SLC ROW and the 10 Mile
Surplus Property are conceptually depicted on Exhibit C, attached hereto and made a part hereof.
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G. Based upon the complexity and duration of the Project, the Parties contemplate that this
Agreement shall be modified, amended, updated and/or amended and restated as provided herein, which
shall reflect updated requirements of local governments having jurisdiction over the Project.
AGREEMENT
NOW THEREFORE, in consideration of the recitals above, which are incorporated herein, and
other good and valuable consideration, the receipt and sufficiency is hereby acknowledged, the Parties
hereby declare and agree, as follows:
1. Defined Terms.
"Construction Manager" shall mean an employee or contractor of 10 Mile, who shall coordinate
and supervise the construction of the Project and shall provide periodic status reports to 10 Mile
and Hotel-SLC.
"Engineer's Estimate" means an estimate of the Project Costs prepared by the Project
Engineer, defined below.
"Project" consists of, and is defined collectively as, the design, construction and improvement of
public transportation improvements (including, without limitation, bicycle and pedestrian
improvements), utility improvements required by utility providers and/or the City, and landscape
improvements in connection with W. Cobalt Drive extending from the existing approach on S. Ten
Mile Road on, over, across, under and through the 10 Mile Property and the Hotel-SLC Property,
as conceptually depicted on Exhibit C. The conceptual design of the Project is based, in part,
on 10 Mile's preliminary discussions with ACHD and ACHD's May 17, 2021 comments in
connection with the Initial Applications, which comments list possible findings for consideration
that ACHD may identify when ACHD reviews 10 Mile's future development applications (i.e., the
Preliminary Plat Application), and recommends that with the future development applications 10
Mile be required to construct a 46-foot wide collector street section with vertical curb, gutter, and
5-foot wide detached (or 7-foot wide attached) concrete sidewalks within a 70-foot right-of-way.
"Project Costs" refers to all costs of completing the Project, including, without limitation: (i) all
design, permitting, construction, testing and inspection costs in connection with the Project and
utilities required by utility providers and the City; (ii) compensation for the Project Engineer and
Construction Manager; and (iii) all other costs related to and reasonably necessary for completion
of the Project, excluding: costs associated with any land use development approvals in
connection with The Ten @ Meridian; and all costs associated with the preparation, review and
negotiation of this Agreement.
"Project Engineer" shall mean an engineer licensed in the State of Idaho and engaged by 10
Mile to manage and coordinate the design, permitting, testing, inspection and certification of the
Project.
2. Preliminary Plat; . 10 Mile, at 10 Mile's sole cost and expense, shall, in its discretion,
move forward with Preliminary Plat Application for approval of a preliminary plat of the entire 10 Mile
Property (the "Preliminary Plat"); provided, however, in the event 10 Mile, in its discretion, determines
not to proceed with the Preliminary Plat Application, or the Preliminary Plat Application is not approved by
the applicable governmental agencies as contemplated herein by February 1, 2022, or 10 Mile does not
acquire the 10 Mile Property on or before City approval of the Preliminary Plat, this Agreement shall
automatically terminate and be of no further force or effect and the Parties shall have no further
obligations to each other. 10 Mile shall provide Hotel-SLC with notice that 10 Mile has acquired the 10
Mile Property within three (3) business days of such acquisition.
3. Construction Drawings. 10 Mile shall use good faith efforts to complete, and work
diligently with ACHD in connection with ACHD's approval of, construction drawings for the Project as
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soon as practicable following approval of the Preliminary Plat, which construction drawings shall be
designed in compliance with, without limitation, the standards of the American Association of State
Highway and Transportation Officials and the standards and specifications set forth in the ACHD Policy
Manual (the "Construction Drawings"). 10 Mile shall pay all applicable fees in connection with review
of the Construction Drawings and any related design plans in connection with the Project. 10 Mile shall
obtain any necessary third-party consents required by ACHD for ACHD's possession and potential use of
the Construction Drawings. In the event 10 Mile fails or neglects to perform its obligations hereunder, all
ownership interest in the Construction Drawings shall be transferred by 10 Mile to ACHD and ACHD, at
no cost to ACHD, shall become the exclusive owner of the Construction Drawings for any use whatsoever
including, without limitation, completion of the Project.
4. Engineer's Estimate. Concurrently with preparation of the Construction Drawings, the
Project Engineer shall prepare a good-faith estimate of the total Project Costs in the form of the
Engineer's Estimate, with such Engineer's Estimate including, without limitation, separate line items for: (i)
engineering, design, and hard costs for the construction of the Project on the 10 Mile Property; and (ii)
engineering, design, and hard costs for the construction of the Project on the Hotel-SLC Property.
5. Construction Contract. As soon as practicable after ACHD has approved the
Construction Drawings, 10 Mile shall solicit a minimum of three (3) bids for construction of the Project in
compliance with the approved Construction Drawings. 10 Mile shall review the bids with Hotel-SLC and
determine the lowest responsive bidder acceptable to ACHD. 10 Mile shall thereafter enter into a
construction contract acceptable to ACHD in connection with the Project (the "Construction Contract"),
and 10 Mile and the Construction Manager shall provide for construction of the Project in compliance with
the Construction Contract and the Construction Drawings and shall diligently prosecute such construction
to completion. Upon execution of the Construction Contract, the Project Costs reflected in the Engineer's
Estimate, shall be inserted this Agreement as Exhibit D and a schedule for completion of the Project
shall be attached hereto as Schedule 1 (the "Project Schedule"), each via mutually executed written
amendment.
6. Property Dedication. Completion of the Project requires the Hotel-SLC ROW to be
dedicated to ACHD (in addition to any required dedication(s) on the 10 Mile Property) (the 10 Mile
ROW"). During development of the Construction Drawings, the Hotel-SLC ROW and the 10 Mile ROW
shall be definitively surveyed by 10 Mile and legal descriptions drafted, at 10 Mile's sole cost and expense
(collectively, the "Survey"). The Survey shall be provided to Hotel-SLC for approval, which approval shall
not be withheld, conditioned, or delayed so long as the Survey conforms with the Construction Drawings,
and the Survey shall be provided to ACHD for ACHD's approval. Following approval of the Survey by
both Hotel-SLC and ACHD, Hotel-SLC shall timely dedicate to ACHD such Hotel-SLC ROW, and 10 Mile
shall timely dedicate to ACHD such 10 Mile ROW, with warranty deed(s) (consistent in form with ACHD
Policy) to be recorded at such time as required by ACHD. In the event of any excess or unused right-of-
way, the Parties shall work with ACHD to have ACHD convey such excess or unused right-of-way,
according to law and ACHD Policy, to any property owner adjacent to such excess or unused right-of-
way.
7. Construction License. During the term of construction, as identified in the Project
Schedule, 10 Mile and 10 Mile employees, contractors, agents, successors, assigns and invitees
(collectively, the 10 Mile Agents") shall have permission and license to use the Hotel-SLC ROW and an
area of the Hotel-SLC Property ten (10) feet beyond the Hotel-SLC ROW (the "License Area") for,
without limitation, ingress and egress on, over, across, under and through the Hotel-SLC Property for the
purpose of: delivering personal property and equipment to the Hotel-SLC Property; and for grading and
construction in connection with completion of the Project.
8. Construction Obligations. 10 Mile shall cause the work in connection with the Project
to be performed in a good workmanlike manner and in compliance with all applicable laws, ordinances,
rules, regulations and requirements of governmental authorities. At all times during the performance of
the work in connection with the Project, and for at least one (1) year following the completion of such
work, 10 Mile shall carry liability insurance covering 10 Mile activities in connection with such work, as
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reasonably approved by Hotel-SLC. 10 Mile shall cause Hotel-SLC to be named as an additional insured
under such insurance. 10 Mile agrees to indemnify, hold harmless and defend Hotel-SLC from and
against any and all losses, damages, claims, actions, liabilities, costs and expenses to which Hotel-SLC
and/or ACHD may become subject, arising out of or based upon the work in connection with the Project
due to the negligence of 10 Mile employees, contractors, agents, successors, assigns, and invitees. 10
Mile shall not create, or permit to be created or to remain, any mechanics' or materialmens' liens against
the Hotel-SLC Property.
9. Project Funding. Hotel-SLC shall be responsible for that portion of the Project Costs
equal to fifty percent (50%) of the hard construction costs for that portion of the Project located within the
Hotel-SLC ROW (the "Hotel-SLC Cost Contribution"), and 10 Mile shall be responsible for the
remainder of the Project Costs (the 10 Mile Cost Contribution"). The Hotel-SLC Cost Contribution and
the 10 Mile Cost Contribution are sometimes collectively referred to herein as the "Cost Contributions".
Within five (5) business days of execution of the Construction Contract and prior to 10 Mile issuing a
notice to proceed to the contractor pursuant to the Construction Contract, Hotel-SLC and 10 Mile shall
each deposit their respective portion of the Cost Contributions into a construction escrow account with
First American Title Insurance Company ("Escrowee"), which Cost Contributions shall be disbursed in
connection with the Construction Contract and shall not be released, in whole or part, until the Parties are
satisfied that applicable liens have been satisfied and released. The Parties shall enter into an escrow
agreement reasonably acceptable to the Parties and the Escrowee governing the obligations of the
Parties with respect to the Cost Contributions, which escrow agreement shall otherwise be consistent with
the obligations of the Parties as provided further herein.
10. True-Up Contribution. If, in the course of local government review of the Preliminary
Plat Applications, the dimensions of W. Cobalt Drive are required to be modified by the applicable
governmental agencies having jurisdiction such that the right-of-way width of Cobalt Drive is widened
beyond the dimensions identified in the definition of Project (the "Initial Dimensions"), then 10 Mile shall
pay to Hotel-SLC a "True-Up Contribution" calculated, as follows: the number of additional square feet
in excess of the Initial Dimensions on the Hotel-SLC Property shall be multiplied by Eleven and No/100
Dollars ($11.00) per square foot. The True-Up Contribution shall be paid to Hotel-SLC concurrently with
the 10 Mile Cost Contribution.
11. 10 Mile Surplus Property Contribution. Within five (5) business days (the "Closing
Date") of the earlier of completion of construction of the Project or recordation of a final plat of that portion
of the 10 Mile Property that includes the 10 Mile Surplus Property, 10 Mile shall convey the 10 Mile
Surplus Property to Hotel-SLC.
Such conveyance shall be subject to the following:
11.1. Title Matters. Within ten (10) business days of ACHD approval of the
Construction Drawings, 10 Mile shall deliver or cause to be delivered to Hotel-SLC a commitment
for an owner's title insurance policy covering the 10 Mile Surplus Property in the amount of the
fair market value of the same, with standard form coverage together with legible copies of all
documents referenced therein as exceptions, showing marketable and insurable title to the
Property to be in 10 Mile subject only to: (i)title exceptions pertaining to liens or encumbrances of
a definite or ascertainable amount that shall be removed by 10 Mile on or before the Closing
Date; (ii) standard exceptions printed by the title insurer; and (iii) title exceptions approved by
Hotel-SLC, which approval shall not be unreasonably withheld, conditioned, or delayed
(collectively, the "Permitted Exceptions"). 10 Mile and Hotel-SLC shall reasonably cooperate, at
no cost to Hotel-SLC, to resolve any unpermitted exceptions identified by Hotel-SLC prior to the
Closing Date. Hotel-SLC shall not object to any title exceptions as identified in that certain
undated title commitment no. 735017 issued by Old Republic National Title Insurance Company
and received by Hotel-SLC on August 25, 2021. The conveyance shall be by special warranty
deed, subject to the Permitted Exceptions.
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11.2. Representations by 10 Mile Regarding the 10 Mile Surplus Property. 10 Mile
further represents and warrants as to the 10 Mile Surplus Property, as follows:
11.2.1. Taxes. All business, real estate or any other taxes due and payable with
respect to the 10 Mile Surplus Property for periods prior to the Closing Date will have
been or shall be paid by 10 Mile on or before the Closing Date.
11.2.2. Legal Compliance. To 10 Mile's knowledge, the 10 Mile Surplus
Property, and the current use and operation thereof, are in material compliance with
applicable county, state and other governmental laws, ordinances, regulations, licenses,
permits and authorizations and there exists no condition with respect to 10 Mile's use,
occupancy or operation of the same that materially violates applicable environmental,
zoning, building, health, fire or other applicable law, ordinance or regulation.
11.2.3. Toxic or Hazardous Substances. To 10 Mile's knowledge without
requirement of independent investigation, no Toxic or Hazardous Substance (as defined
below) or storage tanks containing Toxic or Hazardous Substance, exist in, on, under or
about the 10 Mile Surplus Property, nor has any Toxic or Hazardous Substance
previously been in, on, under or about the 10 Mile Surplus Property (except as set forth
below). To 10 Mile's knowledge, no pending or threatened litigation, proceedings or
investigations exist before or by any administrative agency in which any person or entity
alleges the presence, release, threat of release, placement in, on, under or about the 10
Mile Surplus Property, or the generation, transportation, storage, treatment or disposal at
the 10 Mile Surplus Property of any Toxic or Hazardous Substance. For purposes of this
Agreement, the term "Toxic or Hazardous Substance" means any substance that has
been determined by any applicable regulation, law, order or rule, or any proposed
regulation, law, order or rule, promulgated by any governmental agency of appropriate
jurisdiction, in each case as may be amended, to constitute a toxic and/or hazardous
waste or toxic and/or hazardous substance or petroleum product.
11.2.4. No Mechanic's Liens. To 10 Mile's knowledge, there are no unrecorded
mechanic's or materialmen's liens or any claims for such liens exist affecting the 10 Mile
Surplus Property as of the Effective Date. As of the Closing Date, no work or material
shall be performed or furnished by 10 Mile for which payment will not have previously
been made.
The 10 Mile Surplus Property shall otherwise be in its as-is, where-is condition without warranty,
including warranties as to Hotel-SLC's intended purpose for the 10 Mile Surplus Property.
11.3. Closing. The closing of the conveyance of the 10 Mile Surplus Property shall be
conducted at the offices of Escrowee. General real estate taxes and all other levies and charges
against the 10 Mile Surplus Property for the year of the date on which the conveyance occurs
shall be prorated on the basis of the most recent ascertainable tax bills or assessments.
Standard coverage title insurance premiums and any impositions on 10 Mile on the conveyance
shall be paid by 10 Mile. Extended and/or lender coverage title insurance premiums and
endorsements, if any, shall be paid by Hotel-SLC. Escrow fees relating to the transaction
contemplated herein shall be equally divided between the Parties. All recording fees in
connection with the conveyance shall be paid by 10 Mile.
12. Future Development of Hotel-SLC Property. By entering into this Agreement, Hotel-
SLC recognizes and agrees that 10 Mile makes no representations or warranties regarding the possibility
of future modifications of applicable requirements of governments having jurisdiction, including, without
limitation, the City or ACHD, in connection with any future development of the Hotel-SLC Property.
13. Notices. Any and all notices, demands, requests or other communications required
under this Agreement, shall be in writing and shall be deemed properly served or delivered, if delivered by
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hand to the party to whose attention it is directed, or when sent, three (3) business days after deposit in
the U.S. mail, postage prepaid, certified mail, return receipt request, or one (1) day after deposit with a
nationally recognized air carrier providing next day delivery, or if sent via electronic transmission, when
received, addressed as follows:
For 10 Mile: For Hotel-SLC:
c/o Erik Pilegaard c/o Brian G. Black
837 Jefferson Blvd. 16155 N. High Desert Street
West Sacramento, CA 95691-3205 Nampa, Idaho 83687
erik(a)elkventures.net bgblack .ameritelinns.com
With a copy to: With a copy to:
Clark Wardle, LLP Butler Spink, LLP
c/o Hethe Clark c/o JoAnn Butler
251 E. Front Street, Suite 310 967 E. Parkcenter Blvd. #313
Boise, Idaho 83702 Boise, Idaho 83706
hclark(abclarkwardle.com ]butler(aD_butlerspink.com
Either Party shall give notice to the other party of any change of their address for the purpose of this
section by giving written notice of such change to the other in the manner herein provided.
14. Default; Cure. Failure or unreasonable delay by any Party to perform or otherwise act in
accordance with any term or provision of this Agreement for a period of thirty (30) days following written
notice thereof from the other Party (the "Cure Period") (three (3) business days following any failure to
make a monetary payment, including Cost Contribution per Section 7 hereof), shall constitute a default
under this Agreement; provided, however, that if the failure or delay is such that more than thirty (30)
days would reasonably be required to perform such action or comply with any term or provision hereof,
then such Party shall have such additional time as may be reasonably necessary to perform or comply so
long as such Party commences performance or compliance within such 30-day period and diligently
proceeds to complete such performance or fulfill such obligation (the "Extended Cure Period"). The
written notice provided for above shall specify the nature of the alleged default and the manner in which
said default may be satisfactorily cured, if possible. In the case of any such default that cannot with
diligence be cured within the Cure Period or the Extended Cure Period, then the time allowed to cure
such failure shall be extended for such period as may be necessary to complete the curing of the same
with diligence and continuity. In the event either Party fails or neglects to perform its obligations under
the terms and provisions of this Agreement in the time and manner required herein, the other Party hereto
shall be entitled to all remedies available at law or in equity.
15. Miscellaneous Provisions.
15.1. Representations and Warranties. Hotel-SLC represents and warrants that it has
full power and authority to enter into this Agreement and complete the transactions identified
herein. 10 Mile represents and warrants that it has full power and authority to enter into this
Agreement and, upon acquisition of the 10 Mile Property, the authority to complete the
conveyance of the 10 Mile Surplus Property identified herein. As provided further herein, in
the event 10 Mile does not acquire the 10 Mile Property or determines that it will not
proceed with the Preliminary Plat Application for any reason, this Agreement shall
automatically terminate and be of no further force or effect and the Parties shall have no
further obligations to each other.
15.2. Entire Agreement. This Agreement sets forth the entire understanding of the
Parties with respect to the matters set forth in this Agreement as of the Effective Date; it
supersedes all prior oral or written agreements of the Parties as to the matters set forth in this
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Agreement; and it cannot be altered or amended except by an instrument in writing, signed by the
Parties.
15.3. Modifications. Based upon the complexity of the Project, the Parties contemplate
that this Agreement shall be modified, amended, updated and/or amended and restated to reflect
changing conditions, and as the Project design is reviewed and approved by ACHD or other
applicable governmental agency and/or utility. No modifications, amendments, updates and/or
amendments and restatements shall be effective unless in writing and signed by the Parties.
15.4. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Parties hereto and their successors and permitted assigns. This Agreement shall
not confer any rights or remedies upon any person other than the Parties and their respective
successors and permitted assigns. Any assignment of this Agreement shall not relieve the
assigning Party of its obligations hereunder.
15.5. Severability; Construction. If any term or provision of this Agreement, to any
extent, shall be held invalid or unenforceable, the remaining terms and provisions hereof shall not
be affected thereby, but each such remaining term and provision shall be valid and enforced to
the fullest extent permitted by law. The rule of strict construction does not apply to this
Agreement. This Agreement shall be given a reasonable construction so that the intentions of the
parties to confer a useable right of enjoyment, as provided herein, are carried out.
15.6. Dispute Resolution. In the event a disagreement arises between the Parties in
connection with this Agreement, the Parties agree to first engage in good-faith mediation. The
Parties agree to appoint a mediator within thirty (30) days of written demand for mediation by
either Party, and to complete the mediation within forty-five (45) days of the appointment of the
mediator. If the result of the mediation is unsatisfactory to either Party, then such Party may avail
itself of any other remedies provided in this Agreement or at law.
15.7. Enforcement, Attorneys'Fees. In the event of a breach of any term, covenant,
restriction, or condition of this Agreement by any Party, the other Party shall have, in addition to
the right to collect damages, the right to enjoin such breach or threatened breach in a court of
competent jurisdiction. In the event a Party initiates or defends any legal action or proceeding in
any way connected with this Agreement, the prevailing Party in any such action or proceeding (in
addition to any other relief that may be granted, whether legal or equitable), shall be entitled to
recover from the losing Party in any such action or proceeding its/their reasonable costs and
attorneys' fees, including on appeal. All such costs and attorneys' fees shall be deemed to have
accrued on commencement of any legal action or proceeding and shall be enforceable whether
or not such action or proceeding is prosecuted to judgment.
15.8. Brokers. No brokers are involved in this transaction. In the event a claim for a
brokerage commission is made against either Party, such Party shall indemnify, defend, and hold
the remaining Party harmless from such claims.
15.9. Time of Essence. All times provided for in this Agreement or in any other
instrument or document referred to herein or contemplated hereby for the performance of any act
will be strictly construed, it being agreed that time is of the essence of this Agreement.
15.10. Waiver. The waiver by any Party of any right granted to it under this Agreement
is not a waiver of any other right granted under this Agreement, nor may any waiver be deemed
to be a waiver of a subsequent right obtained by reason of the continuation of any matter
previously waived.
15.11. Applicable Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of Idaho.
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15.12. Counterparts; Electronic Signatures. This Agreement may be executed in
counterparts, each of which is deemed an original, but all of which constitute one and the same
instrument. The signature pages may be detached from each counterpart and combined into one
instrument. This Agreement may be signed and delivered by facsimile or pdf or other electronic
means, either of which will be effective as an original.
15.13. Exhibits. All Exhibits, Schedules and/or Figures to this Agreement are
incorporated by reference and made a part of this Agreement as if the Exhibits, Schedules and/or
Figures were set forth in their entirety in this Agreement; provided, however, if there is any conflict
between the Exhibits, Schedules and/or Figures attached hereto and the provisions of this
Agreement, the terms of this Agreement shall govern.
15.14. Further Acts and Cooperation. Each Party shall deliver to the other Party, from
time to time, such further information, plans, instruments, records, or other documents or
assurances as may be reasonably necessary to give full effect to this Agreement and to allow
each Party fully to exercise such Party's obligations and enjoy such Party's rights accorded by
this Agreement.
15.15. Unavoidable Delays. Each Party shall be excused from further performance
under this Agreement as a consequence of any delays or defaults in the performance of this
Agreement unavoidably caused by the act of any governmental authority, the act of any public
enemy, acts of God, nature, war, war defense condition, strikes, walkouts or other causes beyond
the control of the Party whose performance is impaired.
15.16. No Partnership. This Agreement shall not be interpreted or construed to create
an association,joint venture, agency relationship, or partnership between the Parties or to impose
any partnership obligation or partnership liability upon either Party. Neither Party shall have any
right, power, or authority to enter into any agreement or undertaking for, or act on behalf of, or to
act as or be an agent or representative of, or to otherwise bind, the other Party.
[signature page follows]
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10 Mile and Hotel-SLC each have been duly authorized to execute this Agreement to be effective
as of the Effective Date and each Party agrees to be bound by the terms and conditions set forth herein.
HOTEL-SLC: 10 MILE:
Hotel-SLC, LLC, 10 Mile Franklin, LLC,
an Idaho limited liability company an Idaho limited liability company
Docusigned by: By: Franklin Mile Managers, LLC
W&W& � Its: Manager
B .
Brian G. Black, Manager By: Sunny Cove, LLC
8/27/2021 Its: D "�
MaY�ef:
By:
Date: E I"r
1-Y11
ark ngstrom, Manager
Date: 8/27/2021
By: Elk-1 Managers, LLC
Its: M uSigned by:
fink
B
rl I egaard, Manager
8/27/2021
Date:
SCHEDULE OF EXHIBITS:
Exhibit A- Legal Description of Hotel-SLC Property
Exhibit B- Legal Description of 10 Mile Property
Exhibit C - Depiction of the Project and 10 Mile Surplus Property
Exhibit D - Project Costs and Cost Contributions
Schedule 1 - Construction Schedule
ROAD CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-9
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DocuSign Envelope ID:31 EE4A10-E8E6-47B3-8310-D587D005913A
EXHIBIT A
Legal Description of Hotel-SLC Property
The South One-Half of the Northeast Quarter of Section 15, Township 3 North, Range 1 West, Boise
Meridian, Ada County, Idaho.
LESS AND EXCEPTING that portion described in Second Judgment and Decree of Condemnation in
favor of The State of Idaho Transportation Board recorded August 15, 2012, as Instrument No.
112082280, Ada County Records.
ALSO LESS AND EXCEPTING that portion deeded to Ada County Highway District in Warranty Deed
recorded August 15, 2012, as Instrument No. 112082492, Ada County Records.
ROAD CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-EXHIBIT A
4834-6095-9730,v.9
DocuSign Envelope ID:31 EE4A10-E8E6-47B3-8310-D587D005913A
EXHIBIT B
Legal Description of 10 Mile Property
THE 10 AT MERIDIAN
CITY CF FRER1WAN ANNEXATION
Tre NEW of the N91114 of SertkWl 15, T.W.A 1W., A.M.. City of IJleridan, Ada CaurrtY,
Inkahn ntiare partaAar1V&-scribed as folovrs-
BEGIN0NG Id NE comr of mid $ecbom 1,�frorn which the N1/4 corner of ea id Section
15 beers hbx h 6S"152;T'Yv�.,21AO.72 feet,
tNenac WoN the East boundary Inn of maidJSe@tion 16 oScuth DY33'1VWo:%t, 12120.09
feet io the N1116 Gamer of mid Section 16t
thence elarg *w- Aau* boundary lice of the NE114 d the 14E1A of acid $action 15 North
a 8e'1602-VWUu, 1,321 1$fkt to Ulu NE1f1a of mid &x1iun IS. ■
trwaro ixior�c ** Weet boww dry line of NE14 of the NE114 of said Section 15 N-orth
00`3'22'EPA 1 22e.96 fit IG i M6 oornipr of"Pd Go0on 15;
truce a1org zhe North boundary lino of raid S#cdon Id South WWII'Eat, 1,32a37
feet to tha F&AL P01NT DF B INNING. Containing 40.30 @cr4s, mare ar I @,
a 7729
ROAD CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT—EXHIBIT B
4834-6095-9730,v.9
DocuSign Envelope ID:31 EE4A10-E8E6-47B3-8310-D587D005913A
EXHIBIT C
Preliminary Depiction of the Project and 10 Mile Surplus Property
1Il1
ate- ,
w- Uudlt Drive
Ted
4 O.Q*{x�e"
a sar�.0
d Celr1 C�Yw
FLA VIMI/i--
K W d-0 97.E
M-d SA I Arc 7Y Sr 8fl1x d idr reed
inpraw�rrt wp
Initial concept design with a 46-foot wide collector street section with vertical curb, gutter, and 5-foot wide
detached (or 7-foot wide attached) concrete sidewalks within a 70-foot right-of-way
Blue areas shown above to be dedicated to ACHD by Hotel-SLC; Pink areas shown above to be
dedicated to ACHD by 10 Mile. The 10 Mile Surplus Property is shown above in orange.
Specific legal descriptions and acreages to be inserted into this Exhibit C by written amendment upon
preparation of the Survey, as further set forth in Section 6, above.
ROAD CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-EXHIBIT C
4834-6095-9730,v.9
DocuSign Envelope ID:31 EE4A10-E8E6-47B3-8310-D587D005913A
EXHIBIT D
Project Costs and Cost Contributions
[to be inserted once prepared in accordance with Section 5]
10 Mile Hotel-SLC
Item Unit Unit Cost Quantity Cost($) Quantity Cost ($)
Project Total $ $
ROAD CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-EXHIBIT D
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DocuSign Envelope ID:31 EE4A10-E8E6-47B3-8310-D587D005913A
SCHEDULE1
Estimated Schedule for Completion of the Project.
[to be inserted once prepared in accordance with Section 5]
ROAD CONSTRUCTION AND COOPERATIVE DEVELOPMENT AGREEMENT-SCHEDULE 1
4834-6095-9730,v.9