Development Agreement V1(E IDIAN -
APPROVED
DATE: 05/25/22
FILE NUMBERH-MIWl
DEVELOPMENT AGREEMENT
PARTIES: 1. City of Meridian
2. Meridian 118, LLC
THIS DEVELOPMENT AGREEMENT (this "Agreement"), is made and entered into
this day of , 202, by and between City of Meridian, a municipal
corporation of the State of Idaho, whose address is 33 E. Broadway Avenue, Meridian, Idaho 83642,
hereinafter called "CITY", and Meridian 118, LLC, a Nevada limited liability company, whose
address is 3005 W. Horizon Ridge Parkway Suite 141, Henderson, Nevada 89052, hereinafter called
"OWNER/DEVELOPER".
1. RECITALS:
1.1 WHEREAS, Owner is the sole owner, in law and/or equity, of that certain
tract of land in the County of Ada, State of Idaho, legally described in
Exhibit "A", which is attached hereto and by this reference incorporated
herein as if set forth in full, hereinafter referred to as the "Property"; and
1.2 WHEREAS, Idaho Code § 67-651 IA provides that cities may, by ordinance,
require or permit as a condition of zoning that the Owner/Developer make a
written commitment concerning the use or development of the subject
Property; and
1.3 WHEREAS, City has exercised its statutory authority by the enactment of
Section 11-513-3 of the Unified Development Code ("UDC"), which
authorizes development agreements upon the annexation and/or re -zoning of
land and further authorizes the modification and amendment of development
agreements; and
1.4 WHEREAS, a Development Agreement dated December 7, 2010 was
recorded against the Property as Instrument No. 110115738 (the "Original
Development Agreement"). The Original Development Agreement governs
the development of the Property; and
1.5 WHEREAS, the Owner/Developer has submitted an application to repeal
and replace the Original Development Agreement in its entirety; and
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APPROVED
DATE: 05/25/22
FILE NUMBERH-MIWl
1.6 WHEREAS, Owner/Developer made representations at the public hearings
before the Meridian City Council, as to how the Property will be developed
and what improvements will be made; and
1.7 WHEREAS, the record of the proceedings for development agreement
modification held before the Meridian City Council includes responses of
government subdivisions providing services within the City of Meridian
planning jurisdiction, and includes further testimony and comment; and
1.8 WHEREAS, on the [] day of [ ], 202_, the
Meridian City Council approved certain Findings of Fact and Conclusions of
Law and Decision and Order ("Findings"), which have been incorporated into
this Agreement and attached as Exhibit `B"; and
1.9 WHEREAS, the Findings require the Owner/Developer to enter into this
Agreement to provide for a conceptual site plan governing the development
of the Property; and
1.10 WHEREAS, City further requires the Owner/Developer to enter into a
development agreement for the purpose of ensuring that the Property is
developed and the subsequent use of the Property is in accordance with the
terms and conditions of this Agreement, herein being established as a result
of evidence received by the City in the proceedings for zoning designation
from government subdivisions providing services within the planning
jurisdiction and from affected property owners and to ensure zoning
designations are in accordance with the amended Comprehensive Plan of the
City of Meridian on December 19, 2019, Resolution No. 19-2179, and the
UDC, Title 11; and
1.11 WHEREAS, Owner/Developer deems it to be in its best interest to be able to
enter into this Agreement and acknowledges that this Agreement was entered
into voluntarily and at its urging and request; and
1.13 WHEREAS, The Property described in Exhibit "A" shall no longer be
subject to or governed by the terms of the Original Development Agreement
or any other development agreement(s) previously recorded against the
Property, including, but not limited to, Ada County Instrument
Number110115738 and that Original Development Agreement is hereby
repealed and replaced in its entirety.
NOW, THEREFORE, in consideration of the covenants and conditions set forth herein, the
parties agree as follows:
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APPROVED INCORPORATION OF RECITALS: That the above recitals are contractual and binding
DAM 05/25/22 ncorporated herein as if set forth in full.
FILE NUMBER: "-�1-0W l
T11114VFINITIONS: For all purposes of this Agreement the following words, terms, and phrases
herein contained in this section shall be defined and interpreted as herein provided for, unless the
clear context of the presentation of the same requires otherwise:
3.1 CITY: means and refers to the City of Meridian, a party to this Agreement,
which is a municipal Corporation and government subdivision of the state of
Idaho, organized and existing by virtue of law of the State of Idaho, whose
address is 33 East Broadway Avenue, Meridian, Idaho 83642.
3.2 ONVNER/DEVELOPER: means and refers to Meridian 118, LLC, whose
address is 3005 W. Horizon Ridge Parkway Suite 141, Henderson, Nevada
89052, hereinafter called "Owner/Developer", the party that owns and is
developing the Property and shall include any subsequent
owner(s)/developer(s) of the Property.
3.3 PROPERTY: means and refers to that certain parcel(s) of Property located
in the County of Ada, City of Meridian and described in Exhibit "A",
attached hereto and by this reference incorporated herein as if set forth at
length, which land is subject to this Development Agreement upon recording.
4. USES PERMITTED BY THIS AGREEMENT: This Agreement shall vest the right to
develop the Property in accordance with the terms and conditions of this Agreement.
4.1 The uses allowed pursuant to this Agreement are only those uses allowed
under the UDC.
4.2 No change in the uses specified in this Agreement shall be allowed without
modification of this Agreement.
5. CONDITIONS GOVERNING DEVELOPMENT OF SUBJECT PROPERTY:
5.1. Owner/ Developer shall develop the Property in accordance with the
following special conditions:
a. Future development of the Property shall be generally consistent with
the conceptual site plan submitted in connection with H-202 1 -00[—], which
conceptual site plan is attached hereto as Exhibit "C" and by this reference
incorporated herein as if set forth in full, hereinafter referred to as the
"Concept Plan"
6. COMPLIANCE PERIOD: This Agreement must be fully executed within six (6) months
after the date the Meridian City Council approves the modification or it is null and void.
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IDS IAy_
APPROVED
DATE: 05/25/22
FILE NUMBER:n-MIz 0e1
EFAULT/CONSENT TO DE -ANNEXATION AND REVERSAL OF ZONING
ATION:
7.1 Acts of Default. Either parry's failure to faithfully comply with all of the
terms and conditions included in this Agreement shall constitute default
under this Agreement.
7.2 Notice and Cure Period. In the event of Owner/Developer's default of this
Agreement, Owner/Developer shall have thirty (30) days from receipt of
written notice of breach from City to initiate commencement of action to
correct the breach and cure the default, which action must be prosecuted with
diligence and completed within one hundred eighty (180) days; provided,
however, that in the case of any such breach that cannot with diligence be
cured within such one hundred eighty (180) day period, then the time allowed
to cure such failure may be extended for such period as may be necessary to
complete the curing of the same with diligence and continuity.
7.3 Remedies. In the event of default by Owner/Developer that is not cured after
notice as described in Section 7.2, Owner/Developer shall be deemed to have
consented to modification of this Agreement and de -annexation and reversal
of the zoning designations described herein, solely against the offending
portion of Property and upon City's compliance with all applicable laws,
ordinances and rules, including any applicable provisions of Idaho Code §§
67-6509 and 67-6511. Owner/Developer reserves all rights to contest
whether a default has occurred. This Agreement shall be enforceable in the
Fourth Judicial District Court in Ada County by either City or
Owner/Developer, or by any successor or successors in title or by the assigns
of the parties hereto. Enforcement may be sought by an appropriate action at
law or in equity to secure the specific performance of the covenants,
agreements, conditions, and obligations contained herein.
7.4 Delay. In the event the performance of any covenant to be performed
hereunder by either Owner/Developer or City is delayed for causes that are
beyond the reasonable control of the party responsible for such performance,
which shall include, without limitation, acts of civil disobedience, strikes or
similar causes, the time for such performance shall be extended by the
amount of time of such delay.
7.5 Multiple Owners. In the event that any portion of the Property is sold or
otherwise conveyed to a new owner, each owner shall only be responsible for
the rights and obligations associated with their portion of the Property, and
the default of one owner to a portion of the Property shall not constitute
default as to another portion of the Property under different ownership.
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APPROVED
DATE: 05/25/22
FILE NUMBERH-MIWl
7.5 Waiver. A waiver by City of any default by Owner/Developer of any one or
more of the covenants or conditions hereof shall apply solely to the default
and defaults waived and shall neither bar any other rights or remedies of City
nor apply to any subsequent default of any such or other covenants and
conditions.
8. INSPECTION: Owner/Developer shall, immediately upon completion of any portion or the
entirety of said development of the Property as required by this Agreement or by City ordinance or
policy, notify the City Engineer and request the City Engineer's inspections and written approval of
such completed improvements or portion thereof in accordance with the terms and conditions of this
Agreement and all other ordinances of the City that apply to said Property.
9. REQUIREMENT FOR RECORDATION: City shall record this Agreement, including all
of the Exhibits, and submit proof of such recording to Owner/Developer.
11. SURETY OF PERFORMANCE: The City may also require surety bonds, irrevocable
letters of credit, cash deposits, certified check or negotiable bonds, as allowed under the UDC, to
insure the installation of required improvements, which the Owner/Developer agree to provide, if
required by the City.
12. CERTIFICATE OF OCCUPANCY: No Certificates of Occupancy shall be issued in any
phase in which the improvements have not been installed, completed, and accepted by the City, or
sufficient surety of performance is provided by Owner/Developer to the City in accordance with
Paragraph 11 above.
13. ABIDE BY ALL CITY ORDINANCES: That Owner/Developer agree to abide by all
ordinances of the City of Meridian unless otherwise provided by this Agreement.
14. NOTICES: Any notice desired by the parties and/or required by this Agreement shall be
deemed delivered if and when personally delivered or three (3) days after deposit in the United States
Mail, registered or certified mail, postage prepaid, return receipt requested, addressed as follows:
CITY:
City Clerk
City of Meridian
33 E. Broadway Ave.
Meridian, Idaho 83642
OWNER/DEVELOPER:
Meridian 118, LLC
3005 W. Horizon Ridge Parkway
Suite 141
Henderson, NV 89052
with copy to:
City Attorney
City of Meridian
33 E. Broadway Avenue
Meridian, Idaho 83642
DEVELOPMENT AGREEMENT - [PROJECT NAME] (H-2021-[__]) PAGE 5 OF 12
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APPROVED 4.1 A party shall have the right to change its address by delivering to the other party a
uATL- 05/25/22 otification thereof in accordance with the requirements of this section.
AU NUMBER: "-�1-0W l
TTORNEY FEES: Should any litigation be commenced between the parties hereto
concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as
may be granted, to court costs and reasonable attorney's fees as determined by a Court of competent
jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall
survive any default, termination or forfeiture of this Agreement.
16. TIME IS OF THE ESSENCE: The parties hereto acknowledge and agree that time is
strictly of the essence with respect to each and every term, condition and provision hereof, and that
the failure to timely perform any of the obligations hereunder shall constitute a breach of and a
default under this Agreement by the other party so failing to perform.
17. BINDING UPON SUCCESSORS: This Agreement shall be binding upon and inure to the
benefit of the parties' respective heirs, successors, assigns and personal representatives, including
City's corporate authorities and their successors in office. This Agreement shall be binding on
Owner/Developer, each subsequent owner and any other person acquiring an interest in the Property.
Nothing herein shall in any way prevent sale or alienation of the Property, or portions thereof,
except that any sale or alienation shall be subject to the provisions hereof and any successor owner or
owners shall be both benefited and bound by the conditions and restrictions herein expressed,
provided, however, that any successor owner to any portion of the Property shall only be benefited
and bound by the conditions and restrictions herein expressed as to that owner's portion of the
Property.City agrees, upon written request of Owner/Developer, to execute appropriate and
recordable evidence of termination of this Agreement if City, in its sole and reasonable discretion,
had determined that Owner/Developer has fully performed their obligations under this Agreement.
18. INVALID PROVISION: If any provision of this Agreement is held not valid by a court of
competent jurisdiction, such provision shall be deemed to be excised from this Agreement and the
invalidity thereof shall not affect any of the other provisions contained herein.
19. DUTY TO ACT REASONABLY: Unless otherwise expressly provided, each party shall
act reasonably in giving any consent, approval, or taking any other action under this Agreement.
20. COOPERATION OF THE PARTIES: In the event of any legal or equitable action or
other proceeding instituted by any third party (including a governmental entity or official)
challenging the validity of any provision in this Agreement, the parties agree to cooperate in
defending such action or proceeding.
21. FINAL AGREEMENT: This Agreement sets forth all promises, inducements, agreements,
condition and understandings between Owner/Developer and City relative to the subject matter
hereof, and there are no promises, agreements, conditions or understanding, either oral or written,
express or implied, between Owner/Developer and City, other than as are stated herein. Except as
herein otherwise provided, no subsequent alteration, amendment, change or addition to this
Agreement shall be binding upon the parties hereto unless reduced to writing and signed by them or
DEVELOPMENT AGREEMENT - [PROJECT NAME] (H-2021-[__]) PAGE 6 OF 12
�ERIDIAN�-
IDANO
APPROVED cessors in interest or their assigns, and pursuant, with respect to City, to a duly adopted
DAX 05/25/22 e or resolution of City.
RE NLNKP. zozl ooei
FFECTIVE DATE OF AGREEMENT: This Agreement shall be effective on the date:
(i) the parties have mutually executed this Agreement; and (ii) this Agreement is recorded in the real
property records of Ada County, Idaho.
[end of text; signatures, acknowledgements, and Exhibits A and B follow]
DEVELOPMENT AGREEMENT - [PROJECT NAME] (H-2021-[_]) PAGE 7 OF 12
�EIZIDIAN
IDANO
APPROVED
DAX- 05/25/22
RE RUM. Wl
ACKNOWLEDGMENTS
WITNESS WHEREOF, the parties have herein executed this Agreement and made it
s hereinabove provided.
OWNER/DEVELOPER:
Meridian118, LLC, a Nevada limited liability company
By: Insight Administrative Services, LLC, a Nevada limited liability company, its Manager
By: Insight Holdings, LLC, a Nevada limited liability company, its Manager
By:
James Zeiter, its Manager
CITY OF MERIDIAN
Mayor Robert E. Simison
STATE OF
M3
County of
ATTEST:
Chris Johnson, City Clerk
This record was acknowledged before me on , 202_ by James Zeiter as
Manager of Insight Holdings, LLC, a Nevada limited liability company, as Manager of Insight
Administrative Services, LLC a Nevada limited liability company, as Manager of Meridian 118,
LLC, a Nevada limited liability company.
(STAMP)
Signature of Notary Public
My Commission Expires: _
DEVELOPMENT AGREEMENT - [PROJECT NAME] (H-2021-[_]) PAGE 8 OF 12
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IDANO
APPROVED
RENLNKP.-ozv Wl
F IDAHO )
Ada
ss
This record was acknowledged before me on , 202_ by Robert E. Simison
and Chris Johnson as the Mayor and the City Clerk, respectively, of the City of Meridian, Idaho.
(STAMP)
Signature of Notary Public
My Commission expires: _
DEVELOPMENT AGREEMENT - [PROJECT NAME] (H-2021-[_]) PAGE 9 OF 12
APPROVED
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CE %U61B:R'H-2021 -I
Exhibit A
Legal Description of the Property
[insert]
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Exhibit B
Finding of Fact and Conclusions of Law and Decision and Order
[insert]
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Exhibit C
Concept Plan
[insert]
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