Lease Agreement with New Oaks, LLC for Well 29 Site at The Oaks North and SouthWELL SITE LEASE AGREEMENT
THIS WELL SITE LEASE AGREEMENT ("Lease") Is made and entered Into this 13 day of May,
2014, by and between NEW OAKS LLC, an Idaho limited liability company and its successors and assigns,
hereinafter referred to as the "Lessor," and THE CITY OF MERIDIAN, IDAHO, hereinafter referred to as the
"Lessee" or "City."
RECITALS
Lessor is developing The Oaks North and South Subdivisions (the "Subdivisions") within the City and
has applied to the City for plat approval for the Subdivisions,
The City will provide water service for the Subdivisions, and proposes to construct and operate a
municipal ground waterwell and related facilities ("Municipal Well") within the Oaks South Subdivision that will
be owned and operated by the City as part of its municipal water supply system to provide water to the
Subdivision and to other areas within the City's municipal service area.
The City intends to apply to the Idaho Department of Water Resources ("Department") for authorization
to use the Municipal Well as a point of diversion for the City's water rights. To facilitate the City's application to
the Department, Lessor and the City wish to enter into this Lease granting the City the rights of access and use
and for well construction as described herein until such time as the Oaks South Subdivision plat is'approved
with a dedicated municipal well lot and other easements or rights-of-way reasonably necessary or appropriate
for operation and maintenance of the Municipal Well and diversion and distribution of water therefrom.
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Lessor is willing to designate a well site lot on an approved plat for the Oaks South for the City to
construct, operate and maintain the Municipal Well in the location depicted and described on Exhibits A-1 and
A-2 hereto.
AGREEMENT
Lessor, for and in consideration of the above recitals, and the benefits, covenants and agreements
hereinafter mentioned on the part and behalf of the said Lessee to be paid, kept and performed, does by these
presents grant, demise and lease unto the said Lessee, and Lessee does by these presents hire, rent and
lease from Lessor, that certain real property located on the following described real property, to wit:
See Exhibits "A-1" and "A-2" (map of site & legal description) attached hereto
and, by this reference, incorporated herein as if set forth in full (the "Leased
Premises").
TO HAVE AND TO HOLD said Leased Premises, together with the appurtenances, privileges, rights
and easements thereto belonging, and subject to all rights, easements, and encumbrances of record, unto the
said Lessee for the rent and upon the terms and conditions as follows:
RENT: Lessor and Lessee hereby waive monetary rent and agree that the mutual benefits
provided herein constitute adequate consideration for this Lease. The mutual benefits include but are not
limited to Lessee's ability to begin drilling a well In advance of platting and Lessor having the benefit of water
service sooner that would otherwise be available.
2. T@RM: This Lease shall be for the term of ten (10) years, commencing on May 1, 2014 and
terminate on April 30, 2024 (the "Lease Term"), unless extended or earlier terminated as provided herein.
3. USE OF LEASED PREMISES: Lessee covenants and agrees that the Leased Premises shall
be used for a Municipal Well site, including pumping station and the construction thereof, and shall not be used
for any other purpose or purposes without the prior written consent of Lessor.
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4. LEASE EXTENSION: Unless this Lease is terminated prior to the end of the Lease Term as
provided herein, then this Lease shall automatically renew for additional one year terms, not to exceed five (5)
additional years, unless otherwise agreed to in writing by the parties.
5. LEASE TERMINATION: The parties agree that notwithstanding the Lease Term provided
above, this Lease shall earlier terminate when 1) a municipal well lot in the location of the Leased
Premises and a Meridian City Well Waste Water Discharge Pipe Easement extending from the municipal
well lot to Five Mlle Creek have been designated on the final Subdivision plat as approved by the City; and
2) the City has completed a producing Municipal Well on the Leased Premises; at which time the parties
will record a Notice of Termination of this Lease.
6. MAINTENANCE: The Leased Premises is bare ground. During the term of this Lease, Lessee
shall, at Lesee's sole cost and expense maintain the Leased Premises in as good condition as the same is in
at the time Lessee shall take possession of the Leased Premises, reasonable wear, tear and damage by the
elements excepted, subject to Lessee's obligation to control noxious weeds, and upon termination of this
Lease in any manner, Lessee shall surrender said Leased Premises to Lessor in such condition.
7. TEMPORARY CONSTRUCTION AND EASEMENT FOR OVERFLOW FLUSH LINE FROM
MUNICIPAL WELL TO FIVE MILE CREEK. Lessor also grants to Lessee during the Lease Term a temporary
construction easement over and across the Subdivision in a location to be mutually agreed upon by the parties
and as may be reasonably necessary for the City to access the Leased Premises with well drilling and
completion equipment to construct the Municipal Well and equipment to construct an overflow flush line from
the Municipal Well, and shall designate on the Subdivision final plat a permanent, twenty -foot wide non-
exclusive easement over and across the Subdivision in the location depicted and described in Exhibits B-1 and
B-2 hereto ("City Well Waste Water Discharge Pipe Easement') for installation, operation and maintenance of
the overflow flush line.
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B. ALTERATIONS AND IMPROVEMENTS: Lessee shall have the right to make alterations and
Improvements to the Leased Premises by the construction of the Municipal Well thereon and the addition of
such other improvements consistent with ongoing operation and maintenance of the Municipal Well and the
diversion and distribution of ground water therefrom. Lessee shall maintain all such alterations and
improvements made by Lessee in a neat and orderly condition and consistent with all Covenants Conditions
and Restrictions ("CC&Rs") and all design guidelines applicable to the Leased Premises. Except as otherwise
agreed by Lessor and Lessee by separate written agreement, upon the termination of this Lease, the Municipal
Well and related improvements as shall have been added or made by Lessee shall not revert to the Lessor,
and shall not become a part of the Leased Premises. Lessee's construction, and subsequent operation,
maintenance, repair, replacement, removal or abandonment of the Municipal Well and other improvements
shall comply with all Covenants Conditions and Restrictions ("CC&Rs"), all design guidelines applicable to the
Leased Premises and all requirements and standards of the Department for construction, operation and/or
abandonment of ground water wells. Prior to construction of the Municipal Well, Lessee shall obtain design
approval from the Subdivision architectural control committee utilizing the procedure set forth in the CC&Rs,
which approval shall not be unreasonably withheld. If Lessor does not yet have recorded CCRs or duly
adopted design guidelines in place when Lessee is prepared to construct the Municipal Well and associated
improvements on the Leased Premises, Lessee agrees to submit to Lessor Lessee's design plans and
specifications for all above ground improvements intended to be constructed on the Leased Premises for
review and approval by Lessor or Lessor's designee. Lessor will promptly process and approve Lessee's
design plans and specifications, provided they. 1) are not inconsistent with the overall community and aesthetic
concepts for The Oaks South Subdivision; and 2) incorporate appropriate considerations for screening,
buffering, signage, landscaping, dimensions, setbacks, and adjacent residential and pedestrian uses as
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contemplated by Lessor's submitted development plan and application for plat approval and/or required by
Lessee's conditions and standards of approval of same.
9. COMPLIANCE WITH LAW: Lessee agrees to comply with all municipal, state and federal
laws, rules, regulations and ordinances governing its use of the Leased Premises and Municipal Well and to do
all things necessary to stay in compliance with the same,
10. UTILITIES: It is expressly agreed that during the full term of this Lease, Lessee shall fumish
and promptly pay for any utilities required for the Leased Premises and improvements at Lessee's own cost
and expense.
11. TAXES AND ASSESSMENTS: Lessee shall pay all real estate taxes and other assessments
of any kind levied against the Leased Premises during the term of this Lease as the same become due.
12. ASSIGNMENT OR SUBLEASING: Lessee shall not assign this Lease nor sublet to any other
lessee the Leased Premises or any portion thereof, without Lessor's prior written consent; provided, however,
such consent shall not be unreasonably withheld by Lessor.
13, LABOR CONTRACTS AND EMPLOYEES: The parties expressly covenant and agree that all
labor contracts and employment agreements with employees or contractors providing services or materials to
or construction upon the Leased Premises shall be made directly with Lessee and that all such employees and
contractors shall be deemed solely the employees or contractors of Lessee and in no way employees or
contractors of Lessor. Lessee covenants and agrees to keep the Leased Premises free and clear of any
claims, including but not limited to mechanics or materialmen's liens, and to indemnify and hold harmless
Lessor of and from any liability for any acts of employees of Lessee or any acts of persons working for Lessee
under a labor contract,
14. WASTE PROHIBITED: Lessee shall not commit any waste or damage to the Leased
Premises nor permit any waste or damage to be done thereto.
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15. LIABILITY: Lessor shall not be liable for any injury or damage which maybe sustained by any
person or property of the Lessee or any other person or persons resulting from the condition of the Leased
Premises or any part thereof, or from the street or subsurface, or from any other source or cause whatsoever,
nor shall the Lessor be liable for any defect, latent or otherwise, in the Municipal Well or structures erected on
the Leased Premises, and Lessee agrees to Indemnify and hold harmless Lessor from all such liability.
16. LIABILITY INSURANCE: Lessee shall maintain a comprehensive liability insurance policy
covering the above -demised premises during the term of this Lease with a responsible insurance company, all
at the sole cost and expense of Lessee, in the names and for the benefit of Lessee and Lessor as co -insureds
in the sum of $500,000.00 single -limit coverage.
17. FIRE AND EXTENDED COVERAGE INSURANCE: Lessee shall maintain fire and extended
coverage on the Municipal Well and other improvements to the Leased Premises and Lessor shall be under no
obligation to maintain any fire or extended coverage insurance thereon.
18. CONDEMNATION: If the entire Leased Premises, or a substantial part thereof, are
condemned or taken by purchase in lieu thereof, then this Lease shall terminate as of the time possession Is
taken,
19. LESSOR'S RESTRICTIONS: Lessor further covenants and agrees that it will not construct, or
allow to be constructed, any subsurface waste water or stormwater disposal facilities within 125 feet of the
boundaries of the Leased Premises.
20. DEFAULT AND FORFEITURE: Time and the strict and faithful performance of each and
every one of the conditions of this Lease are expressly made the essence of this Lease. If Lessee defaults in
the keeping, performing or observing of any of the covenants and agreements herein contained and such
default shall remain uncured for a period of thirty (30) days after written notice shall have been sent by certified
or registered mail to Lessee as hereinafter provided, then in such event the Lessor may, at Lessor's election,
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either in law or equity, seek specific performance of this Lease or may declare said term and Lease forfeited
and terminated and may re-enter the Leased Premises to repossess and enjoy the same as in their first estate,
and the effect of such default shall in itself, at the election of Lessor, without further notice or demand
constitute a forfeiture and termination of this Lease, and if thereafter the Lessee shall fail to surrender
possession of the Leased Premises to Lessor, the Lessee shall be deemed guilty of an unlawful and forcible
detention of the Leased Premises. If Lessee shall abandon or vacate the Leased Premises, or If this Lease be
terminated for default of any of the covenants and agreements herein contained, Lessee hereby agrees to pay
all reasonable expenses incurred by Lessor in obtaining possession of the Leased Premises from Lessee,
including reasonable legal expenses and attorney's fees, and to pay such other expenses as the Lessor may
Incur in putting the Leased Premises in good order and condition as herein provided, and also to pay all other
reasonable and necessary expenses or commissions paid by Lessor in re-leasing the Leased Premises. In the
event of notification of default by Lessor to Lessee and Lessee does in fact cure such default, then and in that
event Lessee shall pay, in addition to all arrearages as existing under the notice of default, the reasonable
attorneys fees incurred by Lessor in determination of the default and the notification to the defaulting Lessee.
21. INDEMNIFICATION: During the term of this Lease (and thereafter, for incidents occurring
during any term of this Lease) Lessee shall indemnify, defend and hold harmless Lessor against any and all
claims, liabilities, damages, expenses (including reasonable attorney fees), judgments, proceedings and
causes of action of any nature arising from: (t) injury to or death of any person, or damage to or loss of any
property occurring on, in or around the Leased Premises, or (ti) growing out of connected with the use,
condition or occupancy of the Leased Premises or (iii) losses resulting from a breach of this provision of this
Lease. This obligation to indemnify shall be limited to the acts or omissions of Lessee or its officers,
contractors, licensees, agents, servants, employees, guests, invitees or visitor and not caused by the
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negligence or other wrongful act of omission of Lessor, or Lessor's officers, employees, or servants, Lessee's
obligation to indemnify shall survive the satisfaction of this Lease.
22, ATTORNEY'S FEES; In the event an action is brought to enforce any of the terms or
provisions of this Lease, or enforce forfeiture thereof for default thereof by either of the parties hereto, the
prevailing party in such action or collection shall be entitled to recover from the other party its reasonable
attorney's fee and costs, together with such other costs as may be authorized by law.
23. NOTICES: All notices required to be given to each of the parties hereto under the terms of
this Lease shall be given by depositing a copy of such notice in the United States mall, postage prepaid and
registered or certified, return receipt requested, to the respective parties hereto at the following address:
Lessor: New Oaks LLC
3103 W. Sheryl Drive
Meridian, ID 83642
Lessee: City of Meridian
33 E. Idaho
Meridian, ID 83642
or to such other address as may be designated by writing delivered to the other party. All notices given by
certified mail shall be deemed completed as of the date of mailing except as otherwise expressly provided
herein.
24. REPRESENTATIONS: It is understood and agreed by and between the parties hereto that
there are no verbal promises, implied promises, agreements, stipulations, representations or warranties of any
character excepting those set forth in this Lease.
25. BINDING EFFECT: The provisions and stipulations hereof shall inure to the benefit of and
bind the heirs, executors, administrators, assigns and successors in interest of the respective parties hereto.
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28. SITUS: This Lease is established and accepted by the Lessee under the laws of the State of
Idaho, and all questions concerning its validity, construction and administration shall be determined under such
laws.
27, HEADINGS: The bolded paragraph headings are for convenience only and are not a part of
this Lease and shall not be used in interpreting or construing this Lease agreement.
28. SEVERABILITY: If any portion or portions of this Lease shall be, for any reason, invalid or
unenforceable, the remaining portion or portions shall nevertheless be valid, enforceable and carried into
effect, unless to do so would clearly violate the present legal and valid intentions of the parties hereto.
[end of text]
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"Lessee"
CITY OF MERIDIAN, IDAHO
" 11. By: CCG (L—
"IT! F A U,t'
n rCity"f
lonxo
s
r
SEAL
STATE OF IDAHO )
) ss.
County of Ada )
On this �_ day of "-0,-q , 2014, before me, the
undersigned, a Notary Public in and for said State, personally appeared and Jaycee
Holman., known to me to be lhg_ ay agd ��k of the CITY of Meridia , a o executed the
within instrument, and acknowfea ed'ro me e City of Meridian executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day
and year first above written.
GA J04 •.
;dv5 pSAIR� cP�:
(SEAL)
-*Pio...
•
6...
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NO ARY PUBLI FORIDA
RESIDINGAT:-pruixam (�
MY COMMISSION EXPIRES. vi •aoao
IN WITNESS WHEREOF, Lessor and Lessee do execute this Lease effective the day and year first
above written.
"Lessor'
NEW OAKS LLC
1
Thomas M. Coleman Jr., Manager
STATE OF IDAHO )
) ss.
County of Ada )
On this day of , 2014, before me, the undersigned, a Notary
Public in and for said State, personally appeared Thomas M. Coleman Jr., known or identified to me to be the
manager of New Oaks LLC who subscribed said New Oaks LLC's name to the foregoing Instrument and
acknowledged to me that he executed the same in said limited liability company's name.
••••p�pO�p
(SEAL) �� UBLIC FOR IDAHO
/�pTARp
0 RESIDING AT: -
Goal
'^ s4�G �Q MY COMMISSION EXPIRES:
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20e7150e4r007M 1
EXHIBIT A-1
29 128 W McWMN RD S 68'16'50' E 2635.25' p 28 1/4
32 33 BASIS OF BEARING -33
a
RROpaSEQ OAKS SOUTH sug0°
II,---------------
--- _------------------------------
- -----------------
POINr Or EC110NC
S 86'27'21_E 120.00'
j
w PROPOSED CITY
OF MERIDIAN
WELL LOT
19,567 SF
045 AOKS +/-
F I Iw
N B8'2T21' W 126.00'
7(, ,S
PROPOS O II�ERIM LIFT STATION
AND PRESSURE SEWER II
SCALE I° -5o'
MERIDIAN CITY WELL LOT
ENGINEERING
DWC.DATE 04/25/14
PROPOSED OAKS SOUTH SUBDIVISION
SOLUTIONS
PROJ. NO, 140325
SHEET
1 OF 1
LOCATED IN THE NW 1/4 SECTION 33
102
T 3642100
.
TN, A CO TY,
MERIDIAN, ADA COUNTY, IDAHO
MERIDIAN,AIIDAHOIO
Phom (206) 930.0900 Foo (206) 036-0941
140325—E%6T.pWp hkh
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EXHIBIT A-2
April 25, 2014
DESCRIPTION FOR MERIDIAN CITY WELL LOT
PROPOSED OAKS SOUTH SUBDIVISION
A parcel of land located In the NW '/ of Section 33, T. 4N., RAW., B.M., Meridian, Ada
County, Idaho, more particularly described as follows:
Commencing at the Northwest corner of the said Section 33, from which the North 1/4
corner of said section bears South 89016'58" East, 2635.25 feet; thence along the west
boundary of the NW Y4 of said section South 00032'39" West, 549.70 feet; thence leaving said
boundary South 89°27'21" East, 80.72 feet to the POINT OF BEGINNING;
thence continuing South 89°27'21" East, 120.00 feet;
thence South 00032'39" West, 163.02 feet;
thence North 89°27'21" West, 120.00 feet;
thence North 00°32'39" East, 163.02 feet to the POINT OF BEGINNING. Containing
19,562 SF (0.45 acres), more or less.
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2038512 /007476-831
140325/140325-larev.doex
EXHIBIT B-1
I _
29 28 W UW111AN RD. S 8716'58" C 2635,25'28 1/4
---- — — y OASIS 4F EMMG _ 33la _
I AC,.J �
6U�/ �\ I!L`-BEGINNINo PCYNT
EI_20O.7_J.'"-- L -N 9ff08'00" E s.na'
W r9re D M
I I
I ID�
FROPMD NIE991 l91 91ATO
Luo F KSWK 9E.E9
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II
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11
ID•
OrF SITE EASEMENT AREA TO BE COWRFO
I DY SEPARATE NMID LICENSE A(dPEE41ENT
w Tat u9d9 --. __
SCALE I".IDD' MERIDIAN CITY WELL WASTEWATER ENGINEERING
DWG,DAIC 03/26/14 E
. DISCHARGE PIPE EASEMENT SOLUTIONS NNo�. N0. 1 M1o325 PROPOSED OAKS SOUTH SUBDIVISION SOLU1Ir/ ON�7
SHEET
1 OF ) LOCATED IN THE NW 1 SECTION 33 1029 N, ROSARIO MERIDIAN, IDAHO 83642100
TAN., RAW.,., B.M.M
MERIDIAN, ADA COUNTY, IDAHO Poor (709) 978-0909 ro. (709) 099-0941
140325-fM81.DWC 9N6 _ _
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EXHIBIT B-2
March 26, 2014
DESCRIPTION FOR WELL WASTE WATER DISCHARGE PIPE EASEMENT
PROPOSED MERIDIAN CITY WELL LOT
PROPOSED OAKS SOUTH SUBDIVISION
An easement located in the NW Yn of Section 33, T. 4N„ RAW,, B.M., Meridian, Ada
County, Idaho, being a strip of land 20.00 feet In width, covering the 10.00 feet on either side
of the following described centerline:
Commencing at the Northwest corner of the said Section 33, from which the North'/
corner of said section bears South 89°16'58" East, 2635.25 feet; thence along the west
boundary of the NW'/ of said section South 00°32'39" West, 606.09 feet; thence leaving said
boundary North 90°00'00" East, 200.73 feet to the BEGINNING POINT of said easement
centerline;
thence continuing North 90°00'00" East, 6.00 feet;
thence South 00°32'39" West, 487.05 feel to the ENDING POINT of said easement
centerline.
140325/140325-e,ise.docx
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