22-1981 Conveyance of Property to MDC CITY OF MERIDIAN ORDINANCE NO. 22-1981
BY THE CITY COUNCIL: BERNT, BORTON, CAVENER,
HOAGLUN,PERREAULT,STRADER
AN ORDINANCE AUTHORIZING THE CONVEYANCE OF APPROXIMATELY
.73 ACRES OF CITY OWNED REAL PROPERTY TO THE MERIDIAN
DEVELOPMENT CORPORATION, LOCATED AT 201, 223, 231, AND 237 EAST
IDAHO AVENUE IN THE CITY OF MERIDIAN (COMMONLY REFERRED TO
AS "CENTENNIAL PARK" AND THE "MERIDIAN COMMUNITY CENTER")
AND LEGALLY DESCRIBED IN THIS ORDINANCE; AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE AND ATTEST ON BEHALF OF THE
CITY OF MERIDIAN THE SALE AGREEMENT, DEED, AND OTHER
DOCUMENTS NECESSARY TO COMPLETE THE TRANSACTION; PROVIDING
FOR A WAIVER OF THE READING RULES; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, pursuant to Idaho Code 50-1401, the City Council has statutory
authority to sell, exchange, or convey any real property owned by the city which is
underutilized or which is not used for city public purposes; and,
WHEREAS, when it is determined by the City Council to be in the City's best
interest, the Council may by Ordinance duly enacted, authorize the transfer or conveyance
of the real property to any tax supported governmental entity with or without compensation;
and,
WHEREAS, the proposed transaction would convey certain real property to the
Meridian Development Corporation for purposes in furtherance of its mission to stimulate
and expand Downtown Meridian into a thriving area that provides opportunities in which to
live, work, and play; and,
WHEREAS, a public hearing was held at the regular meeting of the Meridian City
Council on June 7, 2022 and at the conclusion of said hearing, the City Council moved to
approve the conveyance, subject to certain terms and conditions, and directed staff to bring
forth this Ordinance authorizing the conveyance.
NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND COUNCIL
OF THE CITY OF MERIDIAN, IDAHO:
Section 1. That a public hearing on the proposed conveyance was held at the June 7,
2022 meeting of the Meridian City Council.
ORDINANCE AUTHORIZING CONVEYANCE OF PROPERTY-Page 1 of 4
Section 2 . That the City Council determined after the public hearing that the
proposed conveyance is in the City ' s best interest and that the property should be transferred
to the Meridian Development Corporation in exchange for compensation in the amount of
$ 335 ,000 . 00 and other terms and conditions contained in the Agreement for Purchase and
Sale of Real Property to be entered into by the parties .
Section 3 . That the City Council has reviewed and approved the legal description of
the Subject Property as identified and depicted on the attached Exhibit A , incorporated herein
by this reference .
Section 4 . That the Mayor and City Clerk shall be authorized to execute and attest
the Agreement for Purchase and Sale of Real Property, a standard form warranty deed, and
any other documents necessary to complete the conveyance authorized by this Ordinance .
Section 5 . That pursuant to the affirmative vote of one-half ( 1 /2) plus one ( 1 ) of the
Members of the full Council , the rule requiring two (2) separate readings by title and one ( 1 )
reading in full be, and the same is hereby, dispensed with, and accordingly, this Ordinance
shall be in fiill force and effect upon its passage, approval and publication .
PASSED by the City Council of the City of Meridian , Idaho, this 7th day of June,
2022 .
APPROVED by the Mayor of the City of Meridian , Idaho, this 7th day of June,
2022 .
CITY OF MERIDIAN
<,-O� r ek�
Mayor Robert . Si ison
Veo�o���
nChri o n ,, City Clerk
ORDINANCE AUTHORIZING CONVEYANCE OF PROPERTY - Page 2 of 4
26. Time of Essence. Time is of the essence in the performance of this Agreement.
27. Governing Law.This Agreement is governed by,and construed and enforced in accordance with,
the laws of the State of Idaho.
IN WITNESS WHEREOF,the parties have executed this Agreement to be effective as of the date
first written above.
SELLER:
CITY OF MERIDIAN
Robert E. Simison, Mayor Attest,City Clerk
BUYER:
MER IAN DEVELOPMENT CORPORATION
By:
Real [:state Purchase Agreement Page 9
Item#7.
EXHIBIT A
Legal Description and Map
Lots 5 and 10, and the North 90 feet of Lot 6, 7 and 8, and the East 8.5 feet of the South 30 feet of
Lot 6,All in Block 6of the Amended Plat of the ORIGINAL TOWNSITE OF MERIDIAN, as shown on
the plat thereof,filed in Book 1 of Plats at Page 30, records of Ada County, Idaho.
AND
Lots 1, 2, 3,4 and 5 in Block 2 of the Amended Plat of ROWAN ADDITION TO MERIDIAN, according
to the plat thereof,filed in book 2 of Plats at Page 52, records of Ada County, Idaho.
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ORDINANCE AUTHORIZING CONVEYANCE OF PROPERTY-Page 4 of 4 Page 210
CERTIFICATION OF SUMMARY .
William L.M. Nary, City Attorney of the City of Meridian, Idaho, hereby certifies that the
summary below is true and complete and upon its publication will provide adequate
notice to the Dublic .
illiam L. M . Nrry, City Attorney
SUMMARY OF CITY OF MERIDIAN ORDINANCE NO. 22 4981
An ordinance authorizing the conveyance of approximately . 73 acres of City- owned real
property to the Meridian Development Corporation, said property being located in
Downtown Meridian at 201 , 223 , 231 , and237 East Idaho Avenue, commonly known as the
Meridian Community Center and Centennial Park.
A full text of this ordinance is available for inspection at Meridian City Mall, 33 E .
Broadway Avenue, Meridian, Idaho . This ordinance shall be effective as of the date of
publication of this summary. Ordinance Exhibit A (Legal Description and Map) shall be
published as part of this Summary.
ORDINANCE AUTHORIZING CONVEYANCE OF PROPERTY - Page 3 of 4 Page 209
REAL ESTATE PURCHASE AGREEMENT
BETWEEN
CITY OF MERIDIAN AND THE MERIDIAN DEVELOPMENT CORPORATION
CIVIC BLOCK PROPERTIES
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") , is entered into and made
effective on June 7th , 2022 (the " Effective Date " ) , by and between the City of Meridian , an Idaho
Municipal Corporation, whose address is 33 E . Broadway Ave, Meridian, ID 83642 (herein the " Seller "
or "CITY") , and Meridian Development Corporation , and whose address is 104 E . Fairview Ave #239 ,
Meridian, ID 83642 , (herein the " Buyer" or "MDC ") .
WHEREAS . CITY and MDC have selected a proposal to redevelop portions of downtown
Meridian , including the Property as defined below (the "Proposal") ; and,
WHEREAS , the Proposal includes a provision that MDC would acquire the Property from
CITY and then transfer the Property to Meridian Caddis , LLC , ("Meridian Caddis ") pursuant to a
purchase and sale agreement between Meridian Caddis and MDC , and an Owner Participation
Agreement (" OPA") for purposes in furtherance of its mission to stimulate and expand Downtown
Meridian into a thriving area that provides opportunities in which to live, work , and play; and,
WHEREAS , when it is determined by the City Council to be in the City ' s best interest, the Council
may by Ordinance duly enacted, authorize the transfer or conveyance of real property to any tax supported
governmental entity with or without compensation ; and,
WHEREAS , City Council is satisfied that the Project elements as proposed by the third party
developer will be a benefit to the community, that the third party developer has the resources and
experience to complete the Project in a timely manner, and that the transfer of the Property is in the best
interest of the City; and,
WHEREAS , a public hearing was held at the regular meeting of the Meridian City Council on
JUNE 7 , 2022 and at the conclusion of said hearing, the City Council approved Ordinance 224981
authorizingthe conveyance subject to certain terms and conditions ; and
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WHEREAS , CITY wishes to sell the following described Property to MDC and MDC desires
to purchase the Property under the terms and conditions set forth in this Agreement .
NOW, THEREFORE, in consideration of the promises , covenants , representations, and warranties
set forth in this Agreement, and for other valuable consideration , the receipt and sufficiency of which are
hereby acknowledged, CITY ( Seller) and MDC (Buyer) agree as set forth below .
Real Estate Purchase Agreement Page 1
Item #7.
1 . Definitions . The following terms have the following meanings when used in this Agreement :
" Agreement " . This Purchase and Sale Agreement, including all exhibits attached to this
Agreement.
" Business Day " . A day other than a Saturday, Sunday, or any federal holiday.
" Closing " . The consummation of the Transaction, as evidenced by the delivery of all required
fitnds and documents to Escrow Agent and the disbursement or delivery of such funds and documents by
Escrow Agent in accordance with this Agreement and any other consistent instructions .
" Closing Date " . Closing of this transaction shall occur at a date agreed to by the parties , and
simultaneous with the Closing set forth in the Purchase Agreement to be entered into by and between
Meridian Caddis and MDC .
" Effective Date " . The date this Agreement is signed by all parties .
" Escrow " . The escrow to be created in accordance with this Agreement .
" Escrow Agent " . First American Title and Escrow Company, whose address is 2150 S . Bonito
Way, Suite 100 , Meridian , ID 83642 , Attn : Ruth Rubel .
" Property " . The land commonly known as "The Civic Block City Parcels " or "Community
Center and Centennial Park", Meridian , Idaho and more particularly identified as Ada County Parcel
#R5672000856 , 201 E Idaho ; Parcel #R7596000080, 223 E . Idaho ; Parcel #R7596000075 , 231 E . Idaho ;
and Parcel #R7596000065 , 237 E . Idaho and Legally Described as :
Lots 5 and 10 , and the North 90 feet of Lot 6 , 7 and 8 , and the East 8 . 5 feet of the South 30 feet of
Lot 6 , All in Block 6 of the Amended Plat of the ORIGINAL TOWNSITE OF MERIDIAN, as shown on
the plat thereof, filed in Book 1 of Plats at Page 30 , records of Ada County, Idaho .
AND
Lots 1 , 2 , 3 , 4 and 5 in Block 2 of the Amended Plat of ROWAN ADDITION TO MERIDIAN,
according to the plat thereof, filed in book 2 of Plats at Page 52 , records of Ada County, Idaho .
" Purchase Price " . The total purchase price to be paid by Buyer for the Property, as set forth in
Section 3 of this Agreement .
" Transaction " . The purchase and sale of the Property contemplated by this Agreement .
Real Estate Purchase Agreement Page 2
Page 212
Item #7.
2 . Definitive Agreement for Purchase and Sale of Property. Upon full execution , this Agreement
will be a binding agreement between Buyer and Seller for the purchase and sale of the Property on the
terms , conditions and provisions set forth in this Agreement . This Agreement supersedes all other written
or oral agreements between Buyer and Seller concerning the Transaction . If Buyer and Seller execute any
separate escrow instructions with respect to the Transaction on Escrow Agent's form, as may be modified
by Buyer and/or Seller in the sole discretion of each , and if there is any conflict or inconsistency between
any provision of such escrow instructions and any provision of this Agreement, the provision of this
Agreement will control .
3 . Purchase Price and Method of Payment. The Purchase Price shall be $335 ,000 . 00 to be paid in
full at Closing.
4. Title Commitment. Within three (3 ) days from the date this Agreement is signed by all parties,
Escrow Agent shall issue and deliver to Buyer and Seller a commitment for title insurance with respect to
the Property disclosing all matters of record and other matters of which Escrow Agent has knowledge
which relate to the title to the Property, detailing Escrow Agent 's requirements for closing the Escrow,
committing to issue to Buyer an ALTA Standard Owner's Policy of Title Insurance with respect to the
Property, and providing legible copies of all instruments referred to in the report (collectively, the
" Commitment" ) .
Buyer has ten ( 10) days after the Effective Date or after receipt of the Commitment , whichever
occurs later, to review and to object in writing to any easements , liens , encumbrances or other exceptions
or requirements in the Commitment (the " Title Objections " ) . If Buyer does not approve the Commitment
or object within the time specified , then the condition of title to the Property reflected on the Commitment
will be deemed approved . If the Title Objections are made within the time specified, Seller may, but shall
not be required to , attempt to eliminate the matters covered by the Title Objections by or before the Closing
Date . If Seller is unable or unwilling, in their sole discretion, to eliminate the matters covered by the Title
Objections by or before the Closing Date upon terms acceptable to Buyer, Seller shall so notify Buyer,
and Buyer may either waive the Title Objections that Seller was unable or unwilling to eliminate or
terminate this Agreement .
4 . 1 Amendments to Title Commitment. If the Commitment is amended by Escrow Agent,
Escrow Agent shall immediately deliver to Buyer and Seller the amendment and provide legible copies of
all additional instruments referred to in the amendment (collectively, the "Amendment " ) . Buyer has five
(5 ) days from the date of Buyer's receipt of the Amendment or through the Closing Date, whichever occurs
earlier, to review and to object in writing to any easements , liens , encumbrances , or other exceptions or
requirements in the Amendment which were not disclosed by the Commitment or a previous Amendment
( " Additional Title Objections ") .
If Buyer does not approve the Amendment or object within the time specified, then the condition
of title to the Property reflected on the Amendment will be deemed approved . If the Additional Title
Objections are made within the time specified , Seller may attempt to eliminate the matters covered by the
Additional Title Objections by or before the Closing Date . If Seller is unable or unwilling to eliminate the
Real Estate Purchase Agreement Page 3
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Item #7.
matters covered by the Additional Title Objections by or before the Closing Date upon terms acceptable
to Buyer, Seller shall so notify Buyer, and Buyer may either waive the Additional Title Objections that
Seller was unable or unwilling to eliminate or terminate this Agreement.
4 . 2 Title Insurance Policy. At Closing, Escrow Agent shall commit to issue to and in favor of
Buyer or its assigns a Standard Owner's Policy of Title Insurance with respect to the Property in the amount
of the Purchase Price, insuring fee simple title to the Property in Buyer effective on the Closing Date,
subject to the standard exclusions and exceptions in such form of policy and subject to the Permitted
Exceptions (the " Title Policy" ) .
4 . 3 Inspection and Seller ' s Property Disclosure Statement. Buyer has one hundred eighty
( 180) days after the Effective Date ("Inspection Review Period") , together with any Extension Options as
defined below, to inspect the Property and to conduct, review and approve any investigations , tests ,
analyses or studies deemed necessary by Buyer to determine the condition and feasibility of the Property
for Buyer' s purpose (the " Inspection Review " ) . The Inspection Review Period will automatically extend
for three (3 ) periods of sixty (60) days each (each, an "Extension Option" and collectively, the "Extension
Options") at the end of the then - current Inspection Review Period, unless the Buyer delivers written notice
to Seller on or before the expiration of the then- current Inspection Review Period that the current period
shall not be extended in which case the Inspection Review Period shall not be extended . Seller hereby
grants to Buyer and Meridian Caddis and their agents , employees , and contractors a nonexclusive right
and license to enter upon the Property after giving reasonable advance notice to Seller to conduct the
Inspection . Upon completion of the Inspection Review, Buyer shall restore the Property to its condition
existing immediately prior to the Inspection Review . Buyer and Meridian Caddis shall each indemnify
and hold Seller harmless from any loss incurred by Seller resulting from damage to the Property caused
by the Inspection Review . If for any reason Buyer determines that the Property is not in a suitable
condition or not feasible for Buyer's purpose, Buyer may terminate this Agreement within the Inspection
Review Period and in such event any Earnest Money Deposit paid shall be returned to Buyer and this
Agreement shall be terminated . If Buyer does not either approve or disapprove the Inspection Review , or
otherwise terminate this Agreement prior to the expiration of the Inspection Review Period , then the
Inspection Review will be deemed approved and any Earnest Money Deposit shall be non-refundable to
Buyer, subject only to Seller ' s default under this Agreement .
5. Closing.
5 . 1 Time and Place. Closing will take place in the offices of Escrow Agent on the Closing
Date (defined above) or on such date as may be mutually agreed to by the Parties to coordinate a
simultaneous closing of the Purchase Agreement between Meridian Caddis and MDC .
5 . 2 Seller' s Closing Deliveries . At Closing, Seller shall deliver to Escrow Agent :
5 . 2 . 1 A Warranty Deed fully executed and properly acknowledged by Seller, conveying
the Property to Buyer, free and clear of any mortgages or deeds of trust.
5. 2 . 2 As a prerequisite to Seller ' s delivery of the Warranty Deed, Buyer must have
provided sufficient proof to Seller that Buyer has entered into a Purchase and Sale Agreement for the
I
Real Estate Purchase Agreement Page 4
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Item #7.
Property with the third party developer identified in the Proposal , and that all of the contingencies and
conditions under that agreement have been satisfied or waived .
5 . 3 Buyer ' s Closing Deliveries . At Closing, Buyer shall deliver to Escrow Agent :
5 .3 . 1 Payment in full for the Purchase Price .
5A Closing Costs . Buyer shall pay the premium for the standard owner ' s Title Policy. Buyer
will pay the additional premiums required for any extended coverage or endorsements requested by Buyer.
Escrow and Closing fees will be split equally between Buyer and Seller . All costs associated with the
Transaction must be borne by the parties in accordance with custom in Ada County, Idaho , as determined
by Escrow Agent, unless otherwise specified in this Agreement .
5 . 5 Possession . Buyer will be entitled to possession of the Property on the Closing Date .
5 . 6 Right to Repurchase . Buyer intends to sell or transfer the Property to a third party for
development purposes as outlined in the premises to this Agreement . Buyer may also enter into a
Development Agreement or OPA with the third-party developer which may include certain rights of
reverter. In the event that Buyer exercises or benefits from its right of reverter and retakes possession of
the Property, Seller may exercise its option to repurchase the Property by delivering written notice of such
intent within 90 days of Buyer retaking possession of the Property. If Seller exercises its repurchase rights
as set forth herein , the price for such repurchase shall be the same purchase price as set forth in Section 3
of this Agreement. The repurchase of the Property shall be consummated through the Escrow Agent, at a
time determined by Seller no later than 90 days after the delivery of Seller ' s notice that it intends to
exercise its repurchase rights . The repurchase price shall be payable in cash or other immediately available
funds . Title to the Property shall be conveyed by warranty deed, and any mortgage or liens , including any
potential mechanics liens or other liens outstanding on the Property shall be discharged by Buyer prior to
closing under this Seller ' s repurchase provision . Taxes shall be prorated prior to closing . Escrow and
Closing fees will be split equally between Buyer and Seller.
6 . Seller ' s Representations and Warranties . Seller represents and warrants to Buyer that :
6 . 1 Authority. Seller has full power and authority to enter into this Agreement and complete
the Transaction .
U Binding Agreement. Upon Seller's execution of this Agreement, this Agreement will be
binding and enforceable against Seller in accordance with its terms , and upon Seller' s execution of the
additional documents contemplated by this Agreement , they will be binding and enforceable against Seller
in accordance with their terms .
6 . 3 Title . Seller has fee title to the Property. Seller represents that Seller owns the property free
and clear of any mortgages or deeds of trust .
6A No Violations . Seller has not received notice of any violation with regard to any applicable
law, regulation, ordinance , requirement, covenant, condition or restriction relating to the present use ,
Real Estate Purchase Agreement Page 5
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Item #7.
occupancy or condition of the Property from any person , authority or agency having jurisdiction over the
Property.
6 . 5 Compliance with Law ; Municipal Ordinances . Seller has not received any notices of
violation of any law, regulation, condition of permit or license, order, ordinance, or any requirement
noted in or issued by any federal , state, or local department having jurisdiction over or affecting Property
which has not been corrected, resolved, or withdrawn , and to the knowledge of Seller, the Property is
in compliance with all applicable federal , state, and local laws and regulations in all material respects .
7. Buyer ' s Representations and Warranties . Buyer represents and warrants to Seller that :
7 . 1 Authority. Buyer has frill power and authority to enter into this Agreement and complete
the Transaction .
7. 2 Binding Agreement. Upon Buyer's execution of this Agreement, this Agreement will be
binding and enforceable against Buyer in accordance with its terms , and upon Buyer's execution of the
additional documents contemplated by this Agreement, they will be binding and enforceable against Buyer
in accordance with their terms .
7 .3 Investigation of Property. Buyer has been or will be permitted access to the Property and
will have actually inspected the Property prior to Closing. Buyer's consummation of the Transaction is
based upon such inspection and not on any representations or warranties of Seller .
7.4 No Oral Representations . Buyer hereby acknowledges that neither Seller nor any person
acting on behalf of Seller has made any representation, warranty, guaranty or promise concerning the
Property, whether oral or written .
8. Broker' s Commission . Seller and Buyer warrant, each to the other, that they have not dealt with
any broker, realtor or finder in connection with the Transaction .
9. Risk of Loss . The risk of loss will be upon Seller until Closing. In the event of any material loss
or damage to or condemnation of the Property prior to Closing, Buyer may terminate this Agreement . If
Buyer waives any material loss or damage to or condemnation of the Property and proceeds to
consummate this Transaction, or in the event of an immaterial loss , damage or condemnation , Seller shall ,
at Closing and as a condition precedent to Closing, pay to Buyer the amount of any insurance or
condemnation proceeds attributable to the Property which have been received by Seller and assign to
Buyer as of Closing all rights or claims to proceeds payable thereafter.
10. Remedies .
10 . 1 If Seller fails to perform an of Seller's obligations under this Agreement and that failure
P Y g g
continues for five (5) days after Seller' s receipt of written notice from Buyer, Buyer may, as Buyer's sole
remedy for Seller's failure, either: (i) terminate this Agreement in accordance with Section 11 , or (ii) bring
an appropriate action for specific performance of this Agreement .
I
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Item #7.
10 . 2 If Buyer fails to perform any of Buyer' s obligations under this Agreement and that failure
continues for five ( 5 ) days after Buyer' s receipt of written notice from Seller, Seller may, as Seller' s sole
remedy for Buyer's failure bring an appropriate action for specific performance of this Agreement.
10 . 3 If the Purchase and Sale Agreement between Meridian Caddis and Buyer is terminated
due to Meridian Caddis ' (i) failure to meet the Financing Condition as defined in the Purchase and Sale
Agreement between Meridian Caddis and Buyers or (ii) default, as declared by Buyer under the Purchase
and Sale Agreement between Meridian Caddis , beyond all applicable notice and cure periods , Buyer or
Seller may, as its sole remedy, terminate this Agreement in accordance with Section 11 . Seller hereby
acknowledges and agrees that the termination right set forth in this Section 10 . 3 represents its sole and
exclusive right to terminate this Agreement .
11 . Termination . If Buyer or Seller elects to terminate this Agreement as provided under this
Agreement, the terminating party shall give written notice of the termination to the other party and Escrow
Agent . Upon termination by a party as provided in this Agreement, Escrow Agent shall return all
documents deposited in the Escrow to the Seller. Upon delivery of such documents, this Agreement and
the Escrow will be deemed terminated , and except as provided in this Agreement neither party will have
any further liability or obligation under this Agreement .
12 . Attorneys ' Fees . If there is any litigation or other action taken by any party to enforce or interpret
any provisions of or rights arising under this Agreement, the defaulting party shall pay to the other party
all costs and expenses , including but not limited to reasonable attorney fees and costs , which the other
party may incur in enforcing this Agreement or in pursuing any remedy allowed by law, whether such is
incurred by the filing of suit or otherwise .
13 . Omitted .
14 . Escrow Cancellation Charges. If the Escrow fails to close because of Buyer' s default, Buyer will
be liable for any escrow and title commitment cancellation charges by Escrow Agent. If the Escrow fails
to close because of Seller's default, Seller will be liable for any such cancellation charges by Escrow
Agent . If the Escrow fails to close through no fault of either Seller or Buyer, any such cancellation charges
by Escrow Agent shall be divided equally between Seller and Buyer.
15. Additional Acts . The parties agree to execute promptly all other documents and perform all other
acts as may be reasonably necessary to carry out the purpose and intent of this Agreement.
16 . Business Days . If this Agreement requires any act to be done or action to be taken on a date which
is not a Business Day, that act or action will be deemed to have been validly done or taken if done or taken
on the next succeeding Business Day,
17. Waiver. The waiver by any party to this Agreement 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 .
Real Estate Purchase Agreement Page 7
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Item #7.
18. Survival . All of the covenants , agreements, representations and warranties set forth in this
Agreement survive Closing, and do not merge into any deed, assignment or other instrument executed or
delivered under this Agreement .
19. Counterparts/Facsimile . 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 which shall be effective as an original .
20 . Successors and Assigns . This Agreement is binding upon and inures to the benefit of the parties
to this Agreement and their respective successors and assigns .
21 . 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 Agreement; and it cannot be altered or amended
except by an instrument in writing, signed by Buyer and Seller.
22 . Construction . This Agreement is the result of negotiations between the parties , neither of whom
has acted under any duress or compulsion , whether legal , economic or otherwise . Accordingly, the terms
and provisions of this Agreement must be construed in accordance with their usual and customary
meanings . Seller and Buyer hereby waive the application of any rule of law which otherwise would be
applicable in connection with the construction of this Agreement that ambiguous or conflicting terms or
provisions should be construed against the party who (or whose attorney) prepared the executed
Agreement or any earlier draft of this Agreement .
23 . Headings . The headings in this Agreement are for reference only and do not limit or define the
meaning of any provision of this Agreement .
24 . Third-Party Beneficiary. Except as set forth herein, no term or provision of this Agreement or
the exhibits to this Agreement is intended to be, nor may any term or provision be construed to be , for the
benefit of any person, firm, corporation or other entity not a party to this Agreement (including, without
limitation, any broker) , and no other person, firm, corporation or entity has any right or cause of action
under this Agreement . Meridian Caddis , LLC is hereby named as an express and intended third-party
beneficiary of this Purchase Agreement, such that if the Seller fails to close the transaction contemplated by this
Agreement, Meridian Caddis , LLC shall be permitted to either seek the remedy of specific performance to ensure
that both the Seller and Buyer perfonn their respective obligations under this Agreement or Meridian Caddis, LLC
shall be permitted to seek damages against the Seller equal to Meridian Caddis , LLC ' s Pre-Closing Expenses
(including, without limitation, the Lateral Relocation Expenses) , as set forth in the April 12 , 2022 Memorandum of
Agreement between Meridian Caddis , LLC , Seller, and Buyer.
25 . Severability. If any provision of this Agreement or any portion of any provision of this Agreement
is determined to be invalid, illegal or unenforceable, the invalidity, illegality or unenforceability may not
alter the remaining portion of such provision, or any other provision of this Agreement, as each provision
of this Agreement is deemed severable from all other provisions of this Agreement .
Real Estate Purchase Agreement Page 8
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Item #7.
26 . Time of Essence . Time is of the essence in the performance of this Agreement .
27. Governing Law. This Agreement is governed by, and construed and enforced in accordance with ,
the laws of the State of Idaho .
IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of the date
first written above .
SELLER :
CITY OF MERIDIAN
Ro ert E . imi on , Mayor 6 -7-2022 AV e s t, CY115
son , City Clerk 6-7-2022
BUYER :
MERIDIAN DEVELOPMENT CORPORATION
By :
Real Estate Purchase Agreement Page 9
Page 219
ADVERTISING PROOF
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ACCOUNTBILLING DATE: NO:
06/08/22 21410
1 MERIDIAN, CITY OF
33 E. BROADWAYAVENUE
MERIDIAN, ID 83642
AD# DESCRIPTION START STOP TIMES AMOUNT
246749 ORD 22-1981 + MAP 06/12/22 06/12/22 1 $94.18
Payments:
Date Method Card Type Last 4 Digits Check Amount
Discount: $0.00 Gross:$94.18
Surcharge: $0.00 Paid Amount:$0.00
Credits: $0.00
Amount Due:$94.18
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246749
AD#246749AD#
LEGAL NOTICE
CERTIFICATION OF SUMMARY:
William L.M.Nary,City Attorney of the City of Meridian,Idaho,hereby certifies that the
summary below is true and complete and upon its publication will provide adequate
notice to the public.
William L.M.Nary,City Attorney
SUMMARY OF CITY OF MERIDIAN ORDINANCE NO.22-1981
An ordinance authorizing the conveyance of approximately.73 acres of City-owned real
property to the Meridian Development Corporation,said property being located in
Downtown Meridian at 201,223,231,and237 East Idaho Avenue,commonly known as the
Meridian Community Center and Centennial Park.
A full text of this ordinance is available for inspection at Meridian City Hall,33 E.
Broadway Avenue,Meridian,Idaho.This ordinance shall be effective as of the date of
publication of this summary.Ordinance Exhibit A(Legal Description and Map)shall be
published as part of this Summary.
EXHIBIT A
Legal Description and Map
Lots 5 and 10,and the North 90 feet of Lot 6,7 and 8,and the East 8.5 feet of the South 30 feet of
Lot 6,All in Block 6of the Amended Plat of the ORIGINAL TOWNSITE OF MERIDIAN,as shown on
the plat thereof,filed in Book 1 of Plats at Page 30,records of Ada County,Idaho.
AND
Lots 1,2,3,4 and 5 in Block 2 of the Amended Plat of ROWAN ADDITION TO MERIDIAN,according
to the plat thereof,filed in book 2 of Plats at Page 52,records of Ada County,Idaho..
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ORDINANCE AUTHORIZING CONVEYANCE OF PROPERTY-Page 1 of 1
June 12,2022 246749
IDAHO
PRESS P.[SR[D[AN PIi4i�5
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1 MERIDIAN, CITY OF
33 E. BROADWAY AVENUE
MERIDIAN, ID 83642
AD # DESCRIPTION
246749 ORD 22-1981 + MAP
Payments:
Date Meth. d
MEMO INVOICE
c/o ISj Payment Processing Center
PO Box 1570,
Pocatello,ID 83204
Ph. (208) 465-8129 Fax: (907) 452-5054
BILLING DATE: ACCOUNT NO:
1.
START STOP
0612122 06/12/22
Card Type Last 4 Digits
TIMES AMOUNT
1 $94.18
Check Amount
Discount: $0.00 Gross:$94.18
Surcharge: $0.00 Paid Amount:$0.00
Credits: $0.00
Amount Due:$94.18
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AD# 246749ADx
LEGAL NOTICE
CERTIFICATION OF SUMMARY:
Wdbam L.M Nan', Clty Attomc) Ofthe Cm of lsleltdian. Idaho, hereto' ceni(les that th-
siunuan heio�% is out and cnniplete and upon its puhlicaur•n utll prtn ide ode - nate
nnnC: to the public.
William L. %I Nan. City ARmnes'
SU51MAR)' OF CITY OF NIERIOIAN ORDINANCE \0.22-1981
in ordinance authonziog the conveyance of approrimaick 73 acres of Cm-otened real
property tothe \lendnan Development Corporation. said propem- being located in
Don mots, hlendian at 201, 223, 231, and2237 East Idaho Arenuc. commonly known as the
Mendian Commumt} Center and Centennial Pask
A ONUS full fest ois ordinance is at actable far inspection at ,Menclim C11%Ball. 33 E
Broadway Atenue, Mendian, Idaho This ordinance shall be effecua a as of the date of
publication of this summa) Ordmancc Echiblt A (Legal Description and Map) shall be
published as pan of this Summary
E\IEIBIT A
Legal Description and Slap
Lots S and 10, and the Nonhso feet of tot 6, 7 and 8, and the East 8.5 feet of the South 301eet of
lot 6, All m illocf hof the Amended plat of the ORIGINAL TOWNSIT6 Of MERIDIAN, as shown an
the plat thereof, filed in gook 1 of plats at page 30. records of Ada County, Idaho -
AND
tats 1, 2. 3.4 and 5,n B'ack Zvi the Amended p4laf ROWAN ADDITION TO MERIDIAN, a-,: arding
to the plat thereof, filed N bo_k 2 of plats at page S2, rerords of Ada Co.,,W daho
ORDINANCE AUTBOR17I1('r CONVEYANCE OF PROPERTY • Page 1 of 1 241 id$
June 12, 2022
AFFIDAVIT OF PUBLICATION
STATE OF IDAHO
County of Canyon and Ada
21410 246749
1 MERIDIAN, CITY OF SHARON YESSEN
of the State of Idaho, being of first duly sworn, deposes
33 E. BROADWAY AVENUE and says:
MERIDIAN, ID 83642 1.That I am a citizen of the United States, and at all
times hereinafter mentioned was over the age of
eighteen years, and not a party to the above entitled
action.
2.That I am the Principle Clerk of the Idaho Press -
Tribune, a daily newspaper published in the Counties
of Canyon and Ada, State of Idaho; that the said
newspaper is in general circulation in the said
counties of Canyon and Ada, and in the vicinity
of Nampa, Caldwell, and Boise, and has been
uninterruptedly published in said Counties during a
period of seventy -eight consecutive weeks prior to
the first publication of this notice, a copy of which is
hereto attached.
3.That the notice, of which the annexed is a printed
copy, was published in said newspaper 1 times(s)
in the regular and entire issue of said paper, and
was printed in the newspaper proper, and not in a
supplement
That said notice was published the following: 06/12/2022
SHARON JESSEN
STATE OF IDAHO
���,i��� On this 13th day of June, in the year of 2022 before me a
• jWYP&j'-. & Notary Public, personally appeared. SHARON JESSEN,
s known or identified to me to be the person whose name is
MY COMMISSION E subscribed to the within instrument, and being by me first
EXPIRES 3-17-2028 ;
duly sworn, declared that the statements therein are true,
'•:q�tpq����� and acknowledge to me that he/she executed the same.
/'*j;, �OI!
Notary Public of Idaho
My commission expires 31 1_-�-J2.C)
246749
AD# 246749Ada1
LEGAL NOTICE
CERTIFICATION OF SUMMARY:
William L M Nan, Chg' Atcomes of rhe G¢ of Alendian, Idaho, hcreb% ttrUfies that C-
rhmm.n. brlcw ,s true and camplru aild upon to publican n ;% ill pas%4g �&,gos6r
notice 4. l.,c pub -ie.
William L M. Nan. Cils Attornn-
SUMMARY OF CITY OF MERIDIAN ORDINANCE NO. 22.1981
An ordinance authorizing the conveyance of apprdeimalely 73 acres of G¢ -cu •ed real
property- to the hlerhdhan Development Corporaticn, said proper' being lar aced in
Donnlonn Meridian at 201 223 231. and237 East Idaho Avenue. commcnl) kneun zsthe
hlendian Community Center and Centenn al Park
A full teyt of this ordinia tee is n aslable for inspection at Meridian Ciq Rall 33 E
Broadv%w Avenue. Alendhan, Idaho This ordinance shall be effrnne as of dee dart of
pubttcahonofthhssummarn Ordnance Evhhbhl.A.. Legal Description and Mapl s• all be
published u pan of dus Summan
E\II1B1T A
Legal Description and Map
Lots S and 10, and the North 90 feel of Lot 6'7 and R, and the East 8.5 feet of the South 3: feet of
lot 6, All in Block Gof the Amended P.at of the ORIS INAL TOWNSITE OF MERIDIAN, as show- tar
the plat thereof, filed in Book t of Plats at Page 30. records of Ada County, Idaho
AND
tots 1, 2, 3,1 and 5 in Stock 2 of the Amended Plat of ROWAN ADDITION TO MERIDIAN, accord.ng
to the plat thereof, filed in book 2 o Plats at Page S2, records of Ada Counly Idaho
ORDINANCE AUT11ORIZING CONyTYANCE OF PROPERTY - Page I of I
June 12, 2822 246749