PZ - Development Agreement Draft DEVELOPMENT AGREEMENT
PARTIES: 1. City of Meridian
2. GFI—Meridian Investments, LLC, Owner & Developer
THIS DEVELOPMENT AGREEMENT (this "Agreement"), is made and entered into this
day of , 2022, by and between City of Meridian, a municipal
corporation of the State of Idaho, hereafter called "CITY", whose address is 33 E. Broadway
Avenue,Meridian, Idaho 83642 and GFI—Meridian Investments,LLC, a Utah limited liability
company, whose address is 74 E 500 S, STE 200, Bountiful, UT 84010, hereinafter called
"OWNER/DEVELOPER."
1. RECITALS:
1.1 WHEREAS, Owner/Developer is the sole owner, in law and/or equity, of a
certain tract of land in the County of Ada, State of Idaho, commonly known as
2700 S. Eagle Road, Meridian, Idaho, 83646, and 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 § 67-6511A provides that cities may, by ordinance,
establish provisions governing the creation, form, recording, modification,
enforcement and termination of development agreements required or permitted as
a condition of zoning that the Owner/Developer make a written commitment
concerning the use or development of the Property; and
1.3 WHEREAS, City has exercised its statutory authority by the enactment of
Section 11-5B-3 of the Unified Development Code("UDC"), which authorizes
development agreements and the modification of development agreements; and
1.4 WHEREAS, Owner/Developer has submitted an application for development
agreement modification to remove the property listed in Exhibit "A" from an
existing Development Agreement recorded in Ada County on December 20, 2017
as Instrument#2017-121321, and for the inclusion of the Property into this this
new Agreement, which generally describes how the Property will be developed
and what improvements will be made; and
1.5 WHEREAS, Owner/Developer made representations at the duly noticed public
hearings before the Meridian City Council, as to how the Property will be
developed and what improvements will be made; and
DEVELOPMENT AGREEMENT—SESSIONS PARKWAY(H-2022-__) Page I of 8
1.6 WHEREAS, the record of the proceedings for requested development agreement
modification held before the City Council includes responses of government
subdivisions providing services within the City of Meridian planning jurisdiction,
and includes further testimony and comment; and
1.7 WHEREAS, on the day of , 2022, 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
1.8 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
1.9 WHEREAS, City requires the Owner/Developer to enter into a development
agreement modification 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 from government subdivisions providing
services within the planning jurisdiction and from affected property owners and to
ensure the existing C-G(General Retail and Service Commercial) zoning
designation is in accordance with the amended Comprehensive Plan of the City of
Meridian on December 17, 2019, Resolution No. 192179, and the UDC, Title 11.
NOW, THEREFORE, in consideration of the covenants and conditions set forth herein,
the parties agree as follows:
2. INCORPORATION OF RECITALS: That the above recitals are contractual and
binding and are incorporated herein as if set forth in full.
3. DEFINITIONS: 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 OWNER/DEVELOPER: means and refers to GFI—Meridian Investments,
LLC, a Utah limited liability company,whose address is 74 E 500 S, STE 200,
Bountiful, UT 84010, the parry that owns said Property and shall include any
subsequent owner(s) of the Property.
3.3 PROPERTY: means and refers to that certain parcel of Property located in the
County of Ada, City of Meridian as described in Exhibit"A" describing a parcel
to be removed from existing Development Agreement recorded in Ada County on
December 20, 2017 as Instrument#2017-121321, with such parcel being bound by
DEVELOPMENT AGREEMENT—SESSIONS PARKWAY(H-2022-__) Page 2 of 8
this new Agreement, which Exhibit"A" is attached hereto and by this reference
incorporated herein as if set forth at length.
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 as
permitted, conditional and/or accessory uses 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. Development of the Property shall no longer be subject to the terms of the
Development Agreement recorded in Ada County on December 20, 2017
as Instrument#2017-121321.
b. Development of the Property shall be generally consistent with the
conceptual development plan depicted on Exhibit"C",attached hereto,and
the provisions contained herein.
C. Direct access to the Property via State Highway 55 is approved but shall be
designed and constructed in accordance with all Idaho Transportation
Department standards, permits, and approvals.
d. A minimum 20-foot wide access driveway shall be provided in accordance
with the conceptual development plan providing a connection to the north
and the south with a cross-access easement in favor of adjacent properties.
e. A 35-foot wide street buffer is required along State Highway 55, with
landscaping in accordance with UDC 11-3B-7C.
f. A 25-foot wide buffer to future residential uses is required along the east
boundary of the Property in accordance with UDC 11-313-9C.
g. A 10-foot wide multi-use pathway is required to be constructed within the
street buffer along State Highway 55 within a public use easement;
pedestrian lighting and landscaping is also required to be installed in
accordance with UDC 113H-4C.
h. Pedestrian connections are required to be provided from the Property to the
residential uses to the east.
DEVELOPMENT AGREEMENT—SESSIONS PARKWAY(H-2022-__) Page 3 of 8
i. As required by the UDC, a Certificate of Zoning Compliance and
administrative Design Review applications shall be submitted to and
approved by the Planning Division prior to submittal of a building permit
application(s).
6. COMPLIANCE PERIOD This Agreement must be fully executed within six (6)months
after the date of the Findings or it is null and void.
7. DEFAULT/CONSENT TO DE-ANNEXATION AND REVERSAL OF ZONING
DESIGNATION:
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 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 default 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 designation described herein, and upon City's compliance with all
applicable laws, ordinances and rules, including any applicable provisions of
Idaho Code §§ 67-6509 and 676511. Owner/Developer reserve 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 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
DEVELOPMENT AGREEMENT—SESSIONS PARKWAY(H-2022-__) Page 4 of 8
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.
10. 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 agrees to provide,
if required by the City.
11. CERTIFICATE OF OCCUPANCY: No Certificates of Occupancy shall be issued if
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.
12. ABIDE BY ALL CITY ORDINANCES: That Owner/Developer agrees to abide by all
ordinances of the City of Meridian unless otherwise provided by this Agreement.
13. 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: with copy to:
City Clerk City Attorney
City of Meridian City of Meridian
33 E. Broadway Ave. 33 E. Broadway Avenue
Meridian, Idaho 83642 Meridian, Idaho 83642
OWNER/DEVELOPER:
GFI—Meridian Investments, LLC
74 E 500 S, STE 200,
Bountiful, UT 84010
13.1 A party shall have the right to change its address by delivering to the other party a
written notification thereof in accordance with the requirements of this section.
14. ATTORNEY FEES: Should any litigation be commenced between the parties hereto
concerning this Agreement, the prevailing parry shall be entitled, in addition to any other relief
DEVELOPMENT AGREEMENT—SESSIONS PARKWAY(H-2022-__) Page 5 of 8
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.
15. 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 parry so failing to perform.
16. 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 the 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. 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, has determined that Owner/Developer has fully performed its
obligations under this Agreement.
17. 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.
18. 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.
19. 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.
20. 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 their successors in interest or their assigns, and pursuant, with respect to City,
to a duly adopted ordinance or resolution of City.
20.1 No condition governing the uses and/or conditions governing the Property herein
provided for can be modified or amended without the approval of the City
Council after the City has conducted public hearing(s) in accordance with the
DEVELOPMENT AGREEMENT—SESSIONS PARKWAY(H-2022-__) Page 6 of 8
notice provisions provided for a zoning designation and/or amendment in force at
the time of the proposed amendment.
21. EFFECTIVE DATE OF AGREEMENT: This Agreement shall be effective on the date
the Meridian City Council shall adopt the Findings and execution of the Agreement by the
Mayor and City Clerk.
[end of text; signatures, acknowledgements, and Exhibits A, B and C follow]
DEVELOPMENT AGREEMENT—SESSIONS PARKWAY(H-2022-__) Page 7 of 8
IN WITNESS WHEREOF, the parties have herein executed this Development
Agreement and made it effective as hereinabove provided.
OWNER/DEVELOPER:
GFI—Meridian Investments, LLC,
a Utah limited liability company,
By:
G. Walter Gasser, Manager
CITY OF MERIDIAN ATTEST:
By: By:
Mayor Robert E. Simison Chris Johnson, City Clerk
State of
County of
This record was acknowledged before me on , 2022 by G. Walter Gasser, as
Manager of GFI—Meridian Investments,LLC.
Signature of notary public
(Stamp)
My commission expires:
State of Idaho
County of Ada
This record was acknowledged before me on , 2022 by Robert E. Simison and
Chris Johnson, as Mayor and City Clerk, respectively, of the City of Meridian.
Signature of notary public
(Stamp)
My commission expires:
DEVELOPMENT AGREEMENT—SESSIONS PARKWAY(H-2022-__) Page 8 of 8
Exhibit "A"
Legal Description of Property
A parcel of land situated in the Southwest 1/4 of the Northwest 1/4 of Section 4, Township 3 North,
Range 1 East,Boise Meridian, City of Meridian,Ada County, Idaho, and being more particularly
described as follows:
Commencing at a found brass cap marking the Northwest corner of said Section 4,which bears
N00°36'00"E a distance of 2,611.39 feet from a found brass cap marking the West 1/4 corner of said
Section 4;
Thence following the westerly line of said Northwest 1/4, S00°36'00"W a distance of 1385.13 feet;
Thence leaving said westerly line, S89°51'36"E a distance of 70.01 feet to a found 5/8-inch rebar
marking the southwest corner of Southeast Corner Marketplace Subdivision No. 1 and being the POINT
OF BEGINNING.
Thence following the southerly boundary line of said Southeast Corner Marketplace Subdivision No. 1,
S89°51'36"E a distance of 479.48 feet to a set 5/8-inch rebar;
Thence leaving said southerly subdivision boundary line, S00°37'57"W a distance of 565.59 feet to a set
5/8-inch rebar on the northerly subdivision boundary line of Bach Subdivision;
Thence following the northerly subdivision boundary line the following two(2)courses:
1. N66°18'52"W a distance of 251.97 feet to a found aluminum cap;
2. S84°26'08"W a distance of 17.13 feet to a found 5/8-inch rebar marking the northwest corner of
said Bach Subdivision;
Thence leaving said northerly subdivision boundary line, S84026'08"W a distance of 114.63 feet to a
found 5/8-inch rebar;
Thence N53°04'00"W a distance of 144.06 feet to a found 5/8-inch rebar on the easterly right-of-way line
of N.Eagle Road;
Thence following said easterly right-of-way line,N00°36'00"E a distance of 391.77 feet to the POINT
OF BEGINNING.
Said parcel contains 231,902 Sq. Ft. (5.324 acres),more or less, and is subject to all existing easements
and/or rights-of-way of record.
All subdivisions,deeds,record of surveys, and other instruments of record referenced herein are recorded
documents of the county in which these described lands are situated in.
EXHIBIT A Page 1 of 1
Exhibit"B"
Findings of Fact, Conclusions of Law and Decision and Order
[insert prior to recording]
EXHIBIT B Page I of I
Exhibit"C"
Conceptual Site Plan
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SESSIONS PARKWAY SUBDIVISION
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EXHIBIT C Page I of I