Development Agreement (Red Line) 5/29/14 CCDEVELOPMENT AGREEMENT
PARTIES: 1. City of Meridian
2. Treasure Valley Investments, LLC
THIS DEVELOPMENT AGREEMENT (this "Agreement"), is made and entered into
this day of , 2014, by and between City of Meridian,
a municipal corporation of the State of Idaho, hereinafter called CITY, and Treasure Valley
Investments, LLC, an Idaho limited liability company, hereinafter called
OWNER/DEVELOPER.
RECITALS:
WHEREAS, Owner/Developer is the sole owner, in law and/or equity, of that certain
tract of land in the County of Ada, State of Idaho, 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
WHEREAS, Section 67-6511A, Idaho Code, provides that cities may, by ordinance,
require or permit as a condition of re -zoning that the Owner/Developer make a written
commitment concerning the use or development of the subject Property; and
WHEREAS, City has exercised its statutory authority by the enactment of Ordinance 1I -
5B -3, which authorizes development agreements upon the annexation and/or re -zoning of land;
and
WHEREAS, Owner/Developer has submitted an application for annexation of the
Property described in Exhibit A, and has requested a designation of C -G (General Retail and
Service Commercial District), TN -C (Traditional Neighborhood Center District), TN -R
(Traditional Neighborhood Residential District), and R-8 (Medium Density Residential District)
under the Municipal Code of the City of Meridian; and
WHEREAS, Owner/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
WHEREAS, 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
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WHEREAS, City Council, the day of , 2014, has approved the
Findings of Fact and Conclusions of Law as set forth in Exhibit B, which document is attached
hereto and by this reference incorporated herein as if set forth in full, hereinafter referred to as
the "Findings"; and
WHEREAS, the Findings require Owner/Developer to enter into a development
agreement before the City Council takes final action on annexation and zoning designation; and
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 requests; and
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 the zoning designation is in accordance with the
Comprehensive Plan of the City of Meridian and the Zoning and Development Ordinances
codified in Meridian Unified Development Code ("UDC"), Title 11.
NOW, THEREFORE, in consideration of the covenants and conditions set forth herein,
the parties agree as follows:
1. INCORPORATION OF RECITALS: That the above recitals are contractual and
binding and are incorporated herein as if set forth in full.
2. 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:
2.1. 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.
2.2. OWNER/DEVELOPER: means and refers to Treasure Valley
Investments, LLC, whose address is 3535 E. 36th Street, Mountain Home, Idaho 83647, the
party that owns and is developing said Property, or its successors or assigns.
2.3. 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, designating the parcels to be
annexed and zoned C -G (General Retail and Service Commercial District), TN -C (Traditional
Neighborhood Center District), TN -R (Traditional Neighborhood Residential District), and R-8
(Medium Density Residential District).
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3. USES PERMITTED BY THIS AGREEMENT:
3.1. The uses allowed pursuant to this Agreement are only those uses allowed
for the applicable zone under City's Zoning Ordinance, codified at UDC § 11-2A-2, § 11-213-2
and § 11-213-2.
3.2. No change in the uses specified in this Agreement shall be allowed
without modification of this Agreement. Except as otherwise prohibited in this Agreement, any
uses added to the applicable zone by any future amendment of the UDC shall be allowed on the
Property.
4. CONDITIONS GOVERNING DEVELOPMENT OF SUBJECT PROPERTY:
4.1. Owner/Developer shall develop the Property in accordance with the
following special conditions:
4.1.1 The Property shall be subdivided prior to submittal of the first
Certificate of Zoning Compliance application.
4.1.2 The Property shall be developed in a manner that provides a
transition in uses to adjacent residential properties.
4.1.3 A multi -use pathway shall be provided on the Property consistent
with the Master Pathways Plan.
4.1.34.1.4 A pedestrian connection shall be made to the adjacent
cr1innl cit( -
44—.44.1.5 The portion of the Property to be zoned C -G should
develop with a mix of uses such as retail, professional services, offices,
entertainment uses, civic services, housing and outdoor spaces in the common area
of the project as anticipated for the LifeStyle Center designation in the Ten Mile
Interchange Specific Area Plan (TMISAP) and shall be developed in a manner that
incorporates design concepts from the TMISAP such as, but not limited to, the
following:
• low-rise buildings of 2-4 stories over much of the area, or other
massing that meets the bulk and scale design concepts set forth in
the TMISAP;
• buildings built to the edge of public rights of way or circulation
roads except where additional sidewalk space is needed for cafe
seating or for breaks in frontage for pocket parks;
• large expanses of parking between the street and the front of
buildings are not desireable and should be minimized where
practical;
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• smaller, pad buildings should face the street with an entrance
oriented toward the street;
• buildings designed to "hold corners" rather than parking lots;
• restaurants encouraged to have outdoor dining;
• shops and stores encouraged to open their doors and street view
windows and use clear glass that allows easy visual access
inwards and outwards (mirrored or reflective glass is not
permitted; low -emissivity glass is allowed);
• integration of plaza, pocket parks, pedestrian arcades and other
common areas in site design; and building location and design
oriented toward and/or connected to common areas and/or public
space.
Specific design features may vary from those outlined in the TMISAP (e.g., floor
area ratios, unbroken frontage percentages, etc.) as necessary to accommodate
operational requirements of certain end users, while still allowing a functional
relationship among parking, circulation, loading and public right-of-way.
4.54.1.6 The portion of the Property to be zoned TN -C and TN -R
shall be developed in a manner that incorporates traditional neighborhood design
concepts from the TMISAP such as, but not limited to, the following:
• higher density buildings close to the street;
• narrower streets to slow traffic;
• parking lots behind or under building;
• residences with porches or balconies facing the street; and
• garages in accord with the design elements listed in the TMISAP
(pg. 3-33).
Specific design features may vary from those outlined in the TMISAP as necessary
to accommodate operational requirements of certain end users, while still creating a
pedestrian -oriented focus.
44-64.1.7 Only residential uses shall be developed within the R-8
zone. In addition to other allowed uses, a minimum of 9-5-75 residential units shall
be developed within the TN -R zone, and a minimum of 300 residential units shall
be developed within the C -G and/or TN -C zones combined.
4:4-.74.1.8 Business signs shall be compatible in color, materials,
sizes, shapes and lighting with the architecture of the buildings and the business
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they identify and shall not be incompatible with surrounding buildings or
development. All signs shall comply with the standards listed in the TMISAP (pg.
3-46)
47"4.1.9 Public art shall be incorporated into the development at the
the entry of the site to create a sense of arrival and as appropriate throughout the
site, in accord with the TMISAP. Public art should be integrated into either the
architectural design or the design of plazas, common areas and public spaces and
should be easily visible to the public in accord with the TMISAP (pg. 3-47).
44—.X34.1.10 The future street layout for the site shall substantially
comply with the conceptual street layout shown in Exhibit A.2. Future construction
of these streets shall be consistent with the applicable street section as shown on the
Street Section Map contained in the TMISAP (pgs. 3-20 and 3-21) with the
exception of the east/west collector street (Ten Mile Creek Drive) from Ten Mile
Road at the northwest corner of the site which shall be constructed as a major
collector street in accord with Street Section C.
4.1.84.1.11 Future development of the site shall be generally
consistent with the design elements contained in the TMISAP (Chapter 3), the
design standards in UDC 11-3A-19, and the guidelines in the Meridian Design
Manual.
4.1.114.1.12 The Kennedy Lateral and all other waterways on the site
shall be piped or otherwise covered in accord with UDC 11-3A-6, unless waived by
City Council.
4.1.124.1.13 The agricultural use of the property may continue until
such time as the property develops. The Right -to Farm Act, Idaho Code Section 22-
4503 is applicable to the subject property.
4.1.134.1.14 Based on the 2010 Meridian Sewer Master Plan, the
subject property lies within two sewer boundaries. The Kennedy Lateral is the
sewer shed boundary. Sanitary sewer services to this development are being
proposed via extensions of mains located near the Purdam Drain within the
southwest portion of the subject property and main extensions from Franklin Road.
Owner/Developer shall install mains to and through the development, coordinate
main size and routing with the Public Works Department, and execute standard
forms of easements for any mains that are required to provide service. Minimum
cover over sewer mains is three feet; if cover from top of pipe to sub -grade is less
than three feet then alternative materials shall be used in conformance with City of
Meridian Public Works Department standard specifications.
4:�1-44.1.15 Water service to the subject property will be via extension
of mains in Ten Mile Road along the alignment of the future east -west collector.
Owner/Developer shall be responsible to install water mains to and through the
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property at the time of development and to coordinate main sizes and routing with
City of Meridian Public Works Department.
4.1.1-54.1.16 The City of Meridian requires that pressurized irrigation
systems be supplied by a year-round source of water (MCC 12-13-8.3). The City of
Meridian owns and operates a reclaimed water system along the South Ten Mile
and West Franklin Road frontages of this parcel. Owner/Developer shall coordinate
with the Public Works Department on the possible connection to this system for the
provision of landscape irrigation water.
5. COMPLIANCE PERIOD. This Agreement must be fully executed within two (2)
years after the date of the Findings for the annexation and zoning or it is null and void.
6. DEFAULT/CONSENT TO DE -ANNEXATION AND REVERSAL OF ZONING
DESIGNATION:
6.1. 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.
6.2. 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.
6.3. Remedies. In the event of default by Owner/Developer that is not cured
after notice as described in Section 4.2, Owner/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/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 performance of the covenants, agreements, conditions, and
obligations contained herein.
6.4. 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, market conditions, or similar causes, the time for
such performance shall be extended by the amount of time of such delay.
6.5. 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
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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.
7. 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.
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 `s cost,
and submit proof of such recording to Owner/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: The City may also require surety bonds,
irrevocable letters of credit, cash deposits, certified check or negotiable bonds, as allowed under
UDC § 11-5-C, to insure that installation of the improvements, which the Owner/Developer
agrees to provide, if required by the City.
11. CERTIFICATE OF OCCUPANCY: No Certificates of Occupancy shall be issued
in any phase in which the improvements have not been either installed, completed, and accepted
by the City or guaranteed in accordance with UDC § 11-5C.
12. ABIDE BY ALL CITY ORDINANCES: 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: City Clerk
City of Meridian
33 E. Broadway Ave.
Meridian, Idaho 83642
with copy to: City Attorney
City of Meridian
33 E. Broadway Avenue
Meridian, Idaho 83642
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TREASURE VALLEY INVESTMENTS, LLC: Mirazim Shakoori
Treasure Valley Investments, LLC
3535 E. 36th Street
Mountain Home, Idaho 83647
With copy to: Deborah E. Nelson
Givens Pursley LLP
601 W. Bannock
Boise, Idaho 83702
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 of the Property, so long as
Owner/Developer owns 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, had 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. 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.
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19. 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.
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 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.
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 by the Mayor and City
Clerk.
[Signature Page Follows]
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ACKNOWLEDGMENTS
IN WITNESS WHEREOF, the parties have herein executed this Agreement and made it
effective as hereinabove provided.
ATTEST:
Jaycee L. Holman, City Clerk
CITY OF MERIDIAN
IM
Mayor Tammy de Weerd
TREASURE VALLEY INVESTMENTS,
LLC, an Idaho limited liability company
Mirazim Shakoori
Its: Manager
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STATE OF IDAHO )
ss.
County of Ada )
On this day of , 2013, before me, a Notary Public in and for said
State, personally appeared Tammy de Weerd and Jaycee L. Holman, known or identified to me
to the Mayor and Clerk, respectively, of the City of Meridian, who executed the instrument on
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 first above written.
Notary Public for the State of Idaho
Residing at
My Commission expires:
STATE OF IDAHO )
ss.
County of Ada )
On this day of , 2013, before me, a Notary Public in and for said
State, personally appeared Mirazim Shakoori, known or identified to me to the Manager of
Treasure Valley Investments, LLC, the limited liability company that executed the instrument or
the person who executed the instrument on behalf of such limited liability company and
acknowledged to me that such limited liability company executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year first above written.
Notary Public for the State of Idaho
Residing at
My Commission expires:
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