Tradewinds Subdivision AZ 12-012 DAADA COUNTY RECORDER Christopher D• Rich AMOUNT ,00 12
BOISE IDAHO 02!07113 10;2D AM
DEPUTY Bonnie0berbillig III I~ I~~ Illl~lll~IIIIIII~~ ~~
RECORDED-REQUEST OF I 11)11
Meridian City 11."k11 ~#~=1~=_~
DEVELOPMENT AGREEMENT
PARTIES: 1. City of Meridian
2. Glacier Bank, Owner
3. Don Newell, SDN, LLC, Developer
THIS DEVELOPMENT AGREEMENT (this Agreement), is made and entered into
this 3`r'` day of 2013, by and between City of Meridian, a municipal
corporation of the State of Idah ,hereafter called CITY, and Glacier Bank, whose address is PO
Box 1059, Coeur D'Alene, ID 83816, hereinafter called OWNER, and Don Newell, SDN, LLC,
whose address is PO Box 1939, Eagle, ID 83616 hereinafter called DEVELOPER.
1. RECITALS:
1.1 WHEREAS, Owner 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 for
each owner, 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
and/or 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
Ordinance 11-SB-3, which authorizes development agreements upon the
annexation and/or re-zoning of land; and
1.4 WHEREAS, Owner and/ar• Developer have submitted an application for
annexation of the Property described in Exhibit A, and has requested a
designation of R-8 (Medium Density Residential District), (Municipal Code
of the City of Meridian); and
1.5 WHEREAS, Owner and/or Developer made representations at the public
hearings both before the Meridian Planning & Zoning Commission and
before the Meridian City Council, as to how the subject Property will be
developed and what improvements will be made; and
DEVELOPMENT AGREEMENT - TRADEWINDS SUBDIVISION (AZ 12-012) PAGE 1 OF 10
1.6 WHEREAS, record of the proceedings for the requested annexation and
zoning designation of the subject Property held before the Planning &
Zoning Commission, and subsequently befol•e 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, City Council, the 2ND day of January, 2013, has approved the
Findings of Fact and Conclusions of Law as set forth in Exhibit B, which
are attached hereto and by this reference incorporated herein as if set forth
in full, hereinafter referred to as (the Findings); and
1.8 WHEREAS, the Findings require the Owner and/or Developer to enter into
a development agreement before the City Council takes final action on
annexation and zoning designation; and
1.9 OWNER and/or DEVELOPER deems it to be in their best interest to be
able to enter into this Agreement and acknowledges that this Agreement
was entered into voluntarily and at their urging and requests; and
1..10 WHEREAS, City requires the Owner and/or 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 on April 19, 2011,
Resolution No l 1-784, and the Zoning and Development Ordinances
codified in Meridian Unified Development Code, 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
DEVELOPMENT AGREEMENT - TRADEWINDS SUBDIVISION (AZ 12-012) PacE 2 OF 10
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: means and refers to Glacier Bank, whose address is PO Box
1059, Coeur D' Alene, ID 83816, the party that owns said Property and
shall include any subsequent owner(s) of the Property.
3.3 DEVELOPER: means and refers to Don Newell, SDN, LLC, whose
address is PO Box 1939, Eagle, ID 83616, the party that is developing said
Property and shall include any subsequent developer(s) of the Property.
3.4 PROPERTY: means and refers to that certain parcel(s) of Property
located in the County of Ada, City of Meridian as described in Exhibit A
describing the parcels to be annexed as R-8 (Medium Density Residential
District), and attached hereto and by this reference incorporated herein as if
set forth at length.
4. USES PERMITTED BY THIS AGREEMENT:
4.1 The uses allowed pursuant to this Agreement are only those uses allowed
under City's Zoning Ordinance codified at Meridian Unified Development
Code.
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 and/or Developer shall develop the Property in accordance with the
following special conditions:
a. Future development of the site shall substantially comply with the preliminary plat,
landscape plan, and conceptual building elevations included in Exhibit C.
b. Across-access/ingress-egress easement is required to be granted to the adjoining
property to the south owned by the City of Meridian (Parcel #S 1129223550) in
accord with UDC 11-3A-3A, Access to Streets.
6. COMPLIANCE PERIOD/CONSENT TO REZONE: This Agreement and the
commitments contained herein shall be terminated, and the zoning designation reversed, upon an
uncured material default of the Owner and/or Developer or Owner's and/or Developer's heirs,
successors, assigns, to comply with Section 5 entitled "Conditions Governing Development of
Subject Property" of this agreement within two years of the date this Agreement is effective, and
DEVELOPMENT AGREEMENT - TRADEWINDS SUBDIVISION (AZ 12-012) PAGE 3 OF 10
after the City has complied with the notice and hearing procedures as outlined in Idaho Code § 67-
6509, or any subsequent amendments or recodifications thereof.
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 and/or Developer's
default of this Agreement, Owner and/or 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 and/or Developer that is not
cured after notice as described in Section 7.2, Owner and/or 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 and/or
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 the City or Owner and/or 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 and/or 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 and/or Developer of
any one or more of the covenants or conditions hereof shall apply solely to
DEVELOPMENT AGREEMENT - TRADEWINDS SUBDIVISION (AZ 12-012) PAGE 4 OF 10
the default and defaults waived and shall neither bar any other rights or
1emedies of City nor apply to any subsequent default of any such or other
covenants and conditions.
8. INSPECTION: Owner and/or 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. DEFAULT:
9.1 In the event Owner and/or Developer, or Owner's and/or Developer's heirs,
successors, assigns, or subsequent owners of the Property or any other
person acquiring an interest in the Property, fail to faithfully comply with
all of the terms and conditions included in this Agreement in connection
with the Property, this Agreement may be terminated by the City upon
compliance with the requirements of the Zoning Ordinance.
9.2 A waiver by City of any default by Owner and/or Developer of any one or
more of the covenants or conditions hereof shall apply solely to the breach
and breaches waived and shall not bar any other rights or remedies of City
or apply to any subsequent breach of any such or other covenants and
conditions.
10. REQUIREMENT FOR RECORDATION: City shall record either a
memorandum of this Agreement or this Agreement, including all of the Exhibits, at Owner's
and/or Developer's cost, and submit proof of such recording to Owner and/or 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.
11. ZONING: City shall, following recordation of the duly approved Agreement, enact
a valid and binding ordinance zoning the Property as specified herein.
12. REMEDIES: This Agreement shall be enforceable in any court of competent
jurisdiction by either City or Owner and/or Developer, or by any successor or successors in title or
by the assigns of the parties hereto. Enforcement maybe sought by an appropriate action at law or
in equity to secure the specific performance of the covenants, agreements, conditions, and
obligations contained herein.
12.1 Subject to Sections 6 and 7 of this Agreement, in the event of an uncured
material breach of this Agreement, the parties agree that City and Owner
DEVELOPMENT AGREEMENT- TRADEWINDS SUBDIVISION (AZ 12-012) PAGE 5 OF 10
and/or Developer shall have thirty (30) days after delivery of notice of said
breach to correct the same prior to the non-breaching party's seeking of any
remedy provided for herein; provided, however, that in the case of any such
default which cannot with diligence be cured within such thirty (30) day
pet•iod, if the defaulting patty shall commence to cure the same within such
thirty (30) day period and thereafter shall prosecute the curing of same with
diligence and continuity, then the time allowed to cure such failure maybe
extended for such period as may be reasonably necessary to complete the
curing of the same with diligence and continuity.
12.2 In the event the performance of any covenant to be performed hereunder by
either Owner and/or Developer or City is delayed for causes which 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.
13. SURETY OF PERFORMANCE: The City may also require surety bonds,
irrevocable letters of credit, cash deposits, certified check or negotiable bonds, as allowed under
Meridian City Code ~ 11-5-C, to insure that installation of the improvements, which the Owner
andlor Developer agrees to provide, if required by the City.
14. CERTIFICATE OF OCCUPANCY: The Owner and/or Developer agrees that no
Certificates of Occupancy will be issued until all improvements are completed, unless the City and
Developer and/or 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.
15. ABIDE BY ALL CITY ORDINANCES: That Owner and/or Developer agree to
abide by all ordinances of the City of Meridian and the Property shall be subj ect to de-annexation if
the owner or his assigns, heirs, or successors shall not meet the conditions contained in the
Findings of Fact and Conclusions of Law, this Development Agreement, and the Ordinances of the
City of Meridian.
16. 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
OWNER:
Glacier Bank
City of Meridian PO Box 1059
33 E. Broadway Ave. Coeur D' Alene, Idaho 83816
Meridian, Idaho 83642
DEVELOPMENT AGREEMENT - TRADEWINDS SUBDIVISION (AZ 12-012) PAGE 6 OF 10
DEVELOPER:
Don Newell, SDN, LLC
PO Box 1939
Eagle, ID 83616
with copy to:
City Attorney
City of Meridian
33 E. Broadway Avenue
Meridian, ID 83642
16.1 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.
17. 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.
18. 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.
19. 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 and/or Developer of the 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 subj ect 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, had determined that Owner and/or
Developer has fully performed its obligations under this Agreement.
20. 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 fiom this Agreement
and the invalidity thereof shall not affect any of the other provisions contained herein.
21. FINAL AGREEMENT: This Agreement sets forth all promises, inducements,
agreements, condition and understandings between Owner and/or Developer and City relative to
DEVELOPMENT AGREEMENT - TRADEWINDS SUBDIVISION (AZ 12-012) PacE 7 OF 10
the subject n~attex hereef, and there are no promises, agreements, conditions or understanding,
either oral or written, express or implied, between Qwnex and/az Z7eve14per azzd City, other than as
ire stated herein. i;xcept as herein otherwise provided, no sufzsequent alteration, arnendxnent,
change or addition to this Agreezxzent shall be bindizxg upon floe parties hereto unless zeduced to
writiz~zg az~d si~»ed by them ar their successors in interest or their assigns, and pursuant, with.
aspect to City, t~ a duly adopted ordinance or resolution of City.
21.1 1~o condition goveza~azzg the uses and/or conditions gaverriin~ re-zoning of the
subject ~'z;aperty herein provided for can be modified or amended without the
approval of the City Council after the City has conducted puhiic heariu~g(s) itx
accordance with the notice provisions provided far a zoning designation andlor
amendment in force at the tune of the proposed azrzexzdzxaent.
22. EFFECTIVE DATE OF AIsREEMEI~TT: This Agreement shall be effective on
the date the Meridian City Council shall adapt the amendment to the IVleridian,~aning Ordiutance
in connection with the annexatiam and zc~zjl>~g ofthe P"xoperty aid e.cecution oftlae Mayor and City
Clerl~.
ACHIVOWLEDGMENTS
~N WzTN~SS W~1E12.EQb', the parties have herein executed this agreement and
zxz~de it effecti~'e as bereinabove provided.
OWNER.: DEV~
~LAI~TE1tt T3A1~ ~DN,
~~
r ~
~y~ Richard Brittain, SUP/5AA Dy'Don~Teweli
CITY OF MERIDIAN
AT'T'EST:
~O`L1-y i~v,, ~.VUS~
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~ ~ ` City of
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Mayor Tatnmy'de Weerd , ° A
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`~,`~,F, ~~y~i%
Halrrian, City Clerk
r~~v~.x,a~~r~r~.~r~~n~mA M~~v ~rv~szo~r(.az zz-oiz~ riRax $ o~ ro
S~'ATE OF Ip~~Q, )
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bounty of A.da )
On this day of 4 ~-~~, ~.~ $~ 2Q1~, befgxe zxze, the undersigned, a
I~'otary Public in azzd fax said Mate, l7ez's~nalZy appeased k ~- ` ,~ known or
zder~tlfxed to me to be the person who executed the agreement on behalf of GL,A.~~r R.l~, azxd
acknowledged to me that lze executed tlae same of behalf of said Bat>k.
IN WITNESS VJHEREaF, I have heretanto set my hand and affixed my official
seal the day and year irz this eertii:icate first above written.
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r
1~lotaiy public for dalza
residing at: ~ ~ ~~ ~ ~...., ,~
ley Commission l;xpires: ~.r ~_ , ~
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C7n this day of r'~ ~. V~ c.~..ot 2Ul ~, befaz~e zne, the undez~sigz-zed, a
I~'otazy public izz and for said 'axe, personally appeared n Ne't}velI knowrZ ar iderAtified to me to
be the person who executed the •eezxzezzt vzx behal~of ST.~l~t, ~1~~, and aclsxzowledged to zne that
lie axecut~d the same o~'~el~a~~'afi s 'd L~~i~ted L~ah~l~ty Corpora~Cio~.
TN WZ':CN.~SS Wf~p.EC~ I have laereuzzta sef zxzy hand anal aff'z~ed zxzy official
seas the day and year in this certificate first ove written.
~pCH~~ ~
(SEAL) ~ ? \ , ~ _
I~Totaiy r rdalio
=.~~j ~ `-~~ residing at: ~, f (/
j'• '' ~ Ivly Caznzrzission E Tres: r ,~C~ l ,
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]~~V~1.Qk1~',A, .RAt3=W11~rA3 SURAxvISIO~T (A.~ Z2-012) ~~ca 9 Qk' 10
the subject matter hereof, and there are no promises, agreements, conditions or understanding,
either oral or written, express or implied, between Owner and/or 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 heI•eto 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.
21.1 No condition governing the uses and/or conditions governing re-zoning of the
subject 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.
22. 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.
ACKNOWLEDGMENTS
IN WITNESS WHEREOF, the parties have herein executed this agreement and
made it effective as hereinabove provided.
DEVELOPI~,R:
CITY OF MERIDIAN
Mayor Tatr~`ny de Weerd
SDN, I~LC
}`
,:~
~/ ? _.
By: Don Newell
ter',, .~,° -'~~ ATTEST:
O ' ~'
_r
- ~G 9°W
~ ~ ~ IDIA.N
i~awo (1 n
~- ;~,.
olman,
Clerk
DEVELOPMENT AGREEMENT-TRADEWINDS SUBDIVISION (AZ 12-012) PAGE 8 OF 10
STA IDAHO, )
ss
County of A )
On t ' day of , 2013, before me, the undersigned, a
Notary Public in and fo aid State, personally appeared known or
identified to me to be the p •son who executed the agreement on behalf of GLACIER BANK, and
acknowledged to me that he ecuted the same of behalf of said Bank.
IN WITNESS W OF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate rst above written.
(SEAL)
STATE OF ~ , )
County of )
ss
Notary Pl~l
Residing at:
My Commi:
for Idaho
ices:
On this ~ day of ~~~ ~.,~ . ~-~ f , 2013, before me, the undersigned, a
Notary Public in and for said State, personally appeared -n Newell known or identified to me to
be the person who executed the agreement on behalf of SDN, LLC, and aclcrlowledged to me that
he executed the same of behalf of said Limited Liability 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.
~-_ ~ _~.
`_a ~ ~
(SEAL) ~ ~r
Notaiy'I~IIc~~pr Idaho
Residing at: :,`` -'
My Commission Expires: ~i~ ~,
DEVELOPMENT AUR~~~L MEN'"1'- TRADEV/INDS SUBDIVISION (AZ 12-012) PaGE 9 OF 10
STATE OF IDAHO )
ss
County of Ada )
On this ~ day of ~~\ Vw a. , 2013, before me, a Notaly Public,
personally appeared Tammy de Weerd and Jaycee L. Hol nan, know or identified to me to be the
Mayor and Clerk, 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 WITNES S WHEREOF, I have hereunto set my hand and affixed my official seal
the day and year in this certificate first above written.
-~_
(SEAL); Not r Public for Ida o
~, Residing at: ~e~ l ~ ~'~ `'~ 1 I~
Commission expires: `~,-~ ~( ~~ 1
9 ~
DEVELOPMENT AGREEMENT- TRADEWINDS SUBDIVISION (AZ 12-012) PAGE 10 OF 10