Bainbridge RZ 09-003ADA COUNTY RECORDER J. DAVID NAVARRO AMOUNT .00 12
BOISE IDAH01?l23109 02;03 PM
DEPUTY Vicki Allen
RECORDED-REauesT of III IIIIIIIIIIIIIIIIIIIIIIIIIIIIIII II
Clty of Maridfan 10'~ 141361
DEVELOPMENT AGREEMENT
PARTIES: 1. City of Meridian
2. Brighton Investments, LLC, as Owner, and
Brighton Development Inc., as Developer (collectively
"Owner/Developer")
THIS DEVELOPMENT AGREEMENT (this Agreement), is made and entered into
this ZZ"`°~ day of ~, 2009, by and between City of Meridian, a municipal
corporation of the State of Idaho, hereafter called CITY, and Owner/Developer whose
address is 12601 W. Explorer Dr., Ste. 200, Boise, ID 83713, hereinafter called
OWNER/DEVELOPER.
1. RECITALS:
1.1 WHEREAS, Owner/Developer is the sole owner, in law and/or
equity, of certain tract of land in the County of Ada, State of Idaho,
described in Exhibit A ("Property"), which is attached hereto and by
this reference incorporated herein as if set forth in full, herein after
referred to as the Property; and
1.2 WHEREAS, LC. § 67-6511A, Idaho Code, provides that cities may,
by ordinance, require or permit as a condition of re-zoning that the
Owner/Developermake awritten 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-SB-3 of the Unified Development Code
("UDC"), which authorizes development agreements upon the
annexation and/or re-zoning of land; and
1.4 WHEREAS, Owner/Developerhas submitted an application for re-
zoning of the Property, and has requested a designation of L-O
(Limited Office District), under the UDC and generally describing
how the Property will be developed and what improvements will be
made; and
1.5 WHEREAS, Owner/Developer made representations at the public
hearings both before the Meridian Planning & Zoning Commission
DEVELOPMENT AGREEMENT - BAINBRIDGE (RZ 09-003) PAGE 1 OF 12
and before the Meridian City Council, as to how the subject Property
will be developed and what improvements will be made; and
1.6 WHEREAS, the record of the proceedings for the requested
annexation and zoning designation of the subject Property held before
the Planning & Zoning Commission, and subsequently before the
City Council, include responses of government subdivisions
providing services within the City of Meridian planning jurisdiction,
and received further testimony and comment; and
1.7 WHEREAS, on the 6`s day of October, 2009, the City Council has
approved Findings of Fact and Conclusions of Law and Decision and
Order (the Findings); and
1.8 WHEREAS, the Findings require the Owner/Developer to enter into
a development agreement before the City Council takes fmal action
on annexation and zoning designation; and
1.9 WHEREAS, Owner/Developer deem 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
1.10 WHEREAS, City 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 development 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 re-zoning designation is in accordance
with the amended Comprehensive Plan of the City of Meridian
adopted August 6, 2002, Resolution No. 02-382, 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:
DEVELOPMENT AGREEMENT - BAINBRIDGE (RZ 09-003) PAGE 2 OF 12
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 Brighton
Investments, LLC, as Owner, and Brighton Development, Inc., as
Developer, whose address is 12601 W. Explorer Dr., Ste. 200, Boise,
ID 83713, the party that owns and is developing said Property and
shall include any subsequent owner(s) or developer(s) of the Property.
3.3 PROPERTY: means and refers to that certain pazcel(s) of Property
located in the County of Ada, City of Meridian as described in
Exhibit A describing the pazcels to be re-zoned L-O (Limited Office
District) 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 aze only those uses
allowed in the approved L-O zone under the UDC, as limited to those
stated below in Section 5.1(1).
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:
1. Future use of this site shall be limited to a public/quasi~public use
included within an L-O zone on the City's Comprehensive Plan
Future Land Use Map from time to time, including, but not limited to,
the proposed church and uses associated with the church.
2. A final plat containing the subject property and portion of E.
Broadbent Drive necessary for access to the site shall be recorded
prior to issuance of certificate of zoning compliance for any future
building on this site. The lot configuration for the subject property
DEVELOPMENT AGREEMENT - BAINBRIDGE (RZ 09-003) PAGE 3 OF 12
shall be consistent with the L-O zoning boundary attached hereto as
Exhibit B.
3. Future development of this site shall comply with the design
standazds listed in UDC 11-3A-19 and the objectives and guidelines
listed in the City's Design Manual for suburban developments. The
applicant shall submit an application for design review concurrently
with the certificate of zoning compliance application for future
building(s) on this site.
6. COMPLIANCE PERIOD/CONSENT TO REZONE: This Agreement
must be fully signed and notarized within one (1) yeaz 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 party'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 8.2, Owner/Developershnll
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
DEVELOPMENT AGREEMENT - BAINBRIDGE (RZ 09-003) PAGE 4 OF 12
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 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. REQUIREMENT FOR RECORDATION: City shall record either a
memorandum of this Agreement or this Agreement, including all of the Exhibits, at
Owner's/Developer'scnst, and submit proof of such recording toOwner/Developer, prior to
the third reading of the Meridian Zoning Ordinance in connection with the re-zoning of the
Property by the City Council. If for any reason after such recordation, the City Council fails
to adopt the ordinance in connection with the annexation and zoning of the Property
contemplated hereby, the City shall execute and record an appropriate instrument of release
of this Agreement.
9. ZONING: City shall, following recordation of the duly approved Agreement,
enact a valid and binding ordinance zoning the Property as specified herein.
10. SURETY OF PERFORMANCE: Subject to the limitations set forth
elsewhere in this Agreement, City may require surety bonds, irrevocable letters of credit,
cash deposits, certified check or negotiable bonds, as allowed under the UDC, to insure that
installation of the improvements that Owner/Developer agrees to provide.
11. CERTIFICATE OF OCCUPANCY: The Owner/Developer agrees that no
Certificates of Occupancy will be issued until all unprovements are completed, unless the
City and Developer/Owner has entered into an addendum agreement stating when the
improvements will be completed in a phased developed; and in any event, no Certificates of
Occupancy shall be issued in any phase in which the improvements have not been installed,
completed, and accepted by the City.
12. 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.
DEVELOPMENT AGREEMENT - BAINBRIDGE (RZ 09-003) PAGE 5 OF 12
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:
City Clerk
City of Meridian
33 E. Broadway Ave.
Meridian, ID 83642
with copy to:
City Attorney
City of Meridian
33 E. Broadway Avenue
Meridian, ID 83642
OWNER/DEVELOPER:
Brighton Investments LLC and
Brighton Development Inc.
12601 W. Explorer Dr., Ste. 200
Boise, Idaho 83713
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 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.
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 party 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 ofthe Property, 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,
DEVELOPMENT AGREEMENT - BAINBRIDGE (RZ 09-003) PAGE 6 OF 12
upon written request ofOwner/Developer, to execute appropriate and recordable evidence of
termination of this Agreement if City, in its sole and reasonable discretion, had determined
that Owner/Developerhas fully performed its obligations under this Agreement.
17. 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.
18. 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 of this Agreement, the parties
hereby agree to cooperate in defending such action or proceeding.
19. 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.
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. All Exhibits referenced herein are incorporated in this
Agreement as if set forth in full including all text information in the Exhibits. 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 re-zoning of 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 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 amendment to the Meridian Zoning
Ordinance in connection with the annexation and zoning of the Property and execution of the
Mayor and City Clerk.
DEVELOPMENT AGREEMENT - BAINBRIDGE (RZ 09-003) PAGE 7 OF 12
ACKNOWLEDGMENTS
IN WITNESS WHEREOF, the parties have herein executed this agreement
and made it effective as hereinabove provided.
OWNER/DEVELOPER:
BRIGHTON INVESTMENTS, LLC,
an Id o limited liability company
y: avid W. Turn 11, Managing Member
BRIGHTON DEVELOPMENT INC.,
an Idaho corporation
By: David W. Turnbull, President
CITY:
CITY OF MERIDIAN
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ATTEST: ,``~\~1'~y O~q T®®q9' %''~, ' " _ ~ ~~ 0~
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Jaycee Holman, City Clerk ~~ ,~o,°
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DEVELOPMENT AGREEMENT - BAINBRIDGE (RZ 09-003) PAGE 8 OF 12
STATE OF IDAHO, )
): ss
County of Ada, )
On this ~ day of ~ 2009, before me, the
undersigned, a Notary Public in and for said State, personally appeared David W. Turnbull,
known or identified to me to be the Managing Member of Brighton Investments, LLC, an
Idaho limited liability company, and acknowledged to me that he executed the same on
behalf of said limited liability company.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
•~~~~ P+N D A ~~ ~~~~•.
(SEAL) ~, ;~ N` Tq~~ ~ 9G
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STATE OF IDAHO, ~""""''
): ss
County of Ada, )
Notary Public Idaho
Residing at:
My Commission Expires: /• ~ ~
On this day of 2009, before me, the
undersigned, a Notary Public in and for said State, personally appeazed David W. Turnbull,
known or identified to me to be the President of Brighton Development Inc., an Idaho
corporation, and acknowledged to me that he executed the same on behalf of said
corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
(SEAL) ~~.•'',~P,•~«.:;;~s~,'~.~.
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A
Not b1ic,~oF Idaho
Residing at: ~ ~~
My Commission Expires: ~• ~N. J 1
DEVELOPMENT AGREEMENT - BAINBRIDGE (RZ 09-003) PAGE 9 OF 12
STATE OF IDAHO )
ss
County of Ada )
On this.~a day of ~ce.nr, ~e,~ , 2009, before me, a Notary
Public, personally appeared and Jaycee L. Holman, know or ident~ed to
Z~w~~ me to be a Mayor an erk, respectively, of the City of Meridian, who executed the
instrument of behalf of said City, and acknowledged to me that such City executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
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Commission expires: nl - ~~ - ~1
DEVELOPMENT AGREEMENT - BAINBRIDGE (RZ 09-003) PAGE 10 OF 12
EXIiIBIT A
LEGAL DESCRIPTION
OF PROPERTY
Em~iiee,>fne NorrthWes~ uc
ttefll W. Bmeedd St. ~ I40 11ais, Id~6o 837W (~ 376-SOd7 • Fa l30lI 37b13J3
ProjeotNo. d9-00~1-01
Data Jtme 24, 2009
BAlNBRIDGE CHURCH SUBDMSION
Ir0 RE7ANS DFJ3CR~TION
A prowl ofhmd located in rife 3B U4 otOteNS U4 ofSection 17.T. 4 N., R 1 W-,
BM, Met3dhm, Ada Cotmtp, Ltaho andbdng t~topatMatlrtly deacnbed a, foDoars:
Cam a tlto ta8oa aamar ootmnam to Secttone 22.23.26 aqd 27 ofsdd
T. 4 N, R.1 R-.;
Thmce South 00°ZO'42• Waet,1511.74 feet oo the eeadon lice oom~n oo taid Sectlota
z6 ®d27 to tme ~-t, ronvrorssca>raNO;
Throe souet 00.20'42" Waat.552.78 feet an as region lice to a pone
(8om ~vhieh pouf the U4 teotioo comaet-mm®ta taifl Sodiame Z6 and 2? Beata
Sontit 00°20'42' Wont, 56914 feetk
Thoaoe leaving raid aeatim tine, North tlS°4825• West, 405 SS seal;
Tltenco NarQt 00°38'34' 8art,143.10 tbet to s print ofcatvq
Thence 217.89 feet eaf ~ ero ofa atttveln the ltd eatd cmvehaving a tadim of 135100
Soutb 8S°02+05"t ~of09°1476• and o ohotd diatmee of 217-65 footar>tiah beast
Thoooe South 89'39'18° BaR 184.82 fat ~ ~ rral pohlz ofbegitming 3aidp®ea1
and 5.02 acre asote orlers.
~r~~~~
~"
James B. Wabbttta, TI.S
DEVELOPMENT AGREEMENT - BAINBRIDGE (RZ 09-003) PAGE 11 OF 12
EXHIBIT B
CONFIGURATION OF PROPERTY
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BwINBRIDGE SIIBDMSIVN
SECTION 27, T.4N., R.1 W., B.M.
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DEVELOPMENT AGREEMENT - BAINBRIDGE (RZ 09-003) PAGE 12 OF 12