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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 DEVELOPMENT AGREEMENT - TREASURE VALLEY INVESTMENTS, LLC - 1 1913543_19 [12134-2] 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). DEVELOPMENT AGREEMENT - TREASURE VALLEY INVESTMENTS, LLC - 2 1913543_19 [12134-2] 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; DEVELOPMENT AGREEMENT - TREASURE VALLEY INVESTMENTS, LLC - 3 1913543_19 [12134-2] • 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 DEVELOPMENT AGREEMENT - TREASURE VALLEY INVESTMENTS, LLC - 4 1913543_19 [12134-2] 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 DEVELOPMENT AGREEMENT - TREASURE VALLEY INVESTMENTS, LLC - 5 1913543_19[12134-2] 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 DEVELOPMENT AGREEMENT - TREASURE VALLEY INVESTMENTS, LLC - 6 1913543_19 [12134-2] 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 DEVELOPMENT AGREEMENT - TREASURE VALLEY INVESTMENTS, LLC - 7 1913543_19 [12134-21 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. DEVELOPMENT AGREEMENT - TREASURE VALLEY INVESTMENTS, LLC - 8 1913543_19 [12134-2] 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] DEVELOPMENT AGREEMENT - TREASURE VALLEY INVESTMENTS, LLC - 9 1913543_19 [12134-2] 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 DEVELOPMENT AGREEMENT - TREASURE VALLEY INVESTMENTS, LLC - 10 1913543_19 [12134-2] 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: DEVELOPMENT AGREEMENT — TREASURE VALLEY INVESTMENTS, LLC - 11 1913543_19 [12134-2]