Mou/Moa - 2008 - First Amendment Legacy - 2/26/2008
ADA COUNTY RECORDER J. DAVID NAVARRO
IOISE IDAHO 09/21/09 03:" ~..,
DEPUTY Lisa Ba"
RECORDED-REQUEST OF
Eagle City
AMOUNT
.00
10
1111111111111111111111111111111111111
109108637
FIRST AMENDMENT TO
MEMORANDUM OF AGREEMENT
THIS FIRST AMENDMENT TO MEMORANDUM OF AGREEMENT is made the
~ day of February, 2008 ("Amendment"), by and between the City of Eagle ("City"), an
Idaho municipal corporation located in Ada County, Idaho, and Eagle Sport Legends
Investments, LLC (f/k/a Eagle Sport Legends Development, LLC); Eagle Sport Legends
Investments #2, LLC (f/k/a Eagle Sport Legends Development #2, LLC); Legacy Idaho LLC;
Signature Academies Idaho, LLC, all of which are Idaho limited liability companies, and Idaho
Development Services, Inc., an Idaho Corporation, collectively referred to here as ("Applicant"
or "EAGLE SPORT"); the Applicant and the City may be referred to herein as the "parties" or a
"party", as the case may be.
RECITALS
A. Applicant and the City negotiated and executed a Development Agreement dated October
10, 2006, recorded as Instrument No. 106161990 in Ada County, Idaho, which
incorporated the November 17, 2005, Memorandum of Agreement as Exhibit M as part
thereof;
B. The parties desire to amend the Memorandum of Agreement to accommodate the signing
and filing of a final plates) based on water rights rentals duly issued to the City through
the Idaho Water Bank which is administered by the Idaho Department of Water
Resources until such time as the water right licenses required by the Memorandum of
Agreement are completed as set forth in the Memorandum of Agreement; and
C. Any reference to EAGLE SPORT as set forth in the Memorandum of Agreement dated
November 17, 2005, and in this Amendment, includes and implies any heirs, successors
in interest, agents, employees and assigns thereof.
AGREEMENT
NOW THEREFORE, for valuable consideration, which the parties hereby acknowledge
and agree has been provided, the parties agree as follows:
Section 1. Amendment to Paragraph 5 of the Memorandum of Agreement. Paragraph 5 is
amended as follows:
EAGLE SPORT understands and agrees that licensing of the municipal water right and transfer
of the municipal wells and necessary easements as set forth above are an absolute condition for
approval of the final plat of the Legacy Subdivision, which is that real property subject to the
Development Agreement dated October 10, 2006, recorded as Instrument No. 106161990, Ada
County Recorder's Office, and any amendments thereto, and the CITY Clerk will not sign any
final plat until the water right is licensed and wells are completed, all necessary interests
conveyed to the CITY, the water right and the wells are ready and able to deliver water to the
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Subdivision, and all costs and expenses owed pursuant to Ordinance 479 have been paid to the
CITY and others. EAGLE SPORT further understands and agrees that the above described
water right and municipal wells, as approved by the CITY, the Idaho Department of Water
Resources and the Department of Environmental Quality, shall be the means by which Legacy
Subdivision is supplied potable water; provided, however, the CITY Clerk may sign a final
plates) under terms and conditions acceptable to the CITY, in its sole discretion, which provide
for the use of water rights leased by the Applicant to the Idaho Water Bank for use by the City as
a temporary measure to provide potable water to the real property subject to the October 10,
2006, Development Agreement and any amendments thereto. However, no obligation of
EAGLE SPORT under the Memorandum of Agreement or this Amendment may be or is waived,
minimized or terminated in any manner by the use of said water rights leases for a temporary
water supply. Further, conveyance of the municipal wells and necessary easements, and
payment of all funds, as set forth in this MOA remain absolute conditions precedent to the CITY
Clerk signing any final plat. The terms and acceptability of any lease and use of the leased water
rights shall be in such amounts and under such terms and conditions as may be determined by the
CITY in the CITY'S sole and absolute discretion. EAGLE SPORT is obligated to pay all fees
associated with the leased water rights received through the Idaho Water Bank.
Section 2:
New Paragraphs to be Added to the Memorandum of Agreement:
9. Subject to the City's alternatives and conditions set forth in paragraph 5, the City may
also, at its sole discretion, approve alternative methods of complying with this Agreement as a
temporary measure to provide potable water to the real property in order to allow the City Clerk
to sign the final plates).
10. Applicant waives any claims it may have or which may arise in the future against the
City regarding this Agreement. Applicant further agrees to hold the City harmless from any and
all claims that may be brought or prosecuted against the City by any third-party or subsequent
owner(s) of lots in the final plat or plats signed by the City Clerk.
11. Any individual or officer signing this Agreement represents that he or she is properly
acting as an agent of any named organization and is vested with all necessary authority to
execute this Agreement on behalf of the named organization and to bind said organization, heirs,
agents, employees, successors in interest, and assigns to it terms. Reference to EAGLE SPORT
includes and shall bind any heirs, successors in interest, agents, employees, and assigns which
have been or shall be included in the development of the real property subject to the October 10,
2006 Development Agreement and its amendments, and the November 17, 2005 Memorandum
of Agreement and its amendments. This amendment to the November 17, 2005 Memorandum of
Agreement is hereby made part of the October 10, 2006 Development Agreement as referenced
in that document.
12. Any dispute, difference, claim or disagreement arising under or with respect to this
Agreement, including the meaning or construction thereof, shall be referred to a three (3)-
member arbiter panel selected in accordance with the rules of the American Arbitration
Association ("AAA"). Such dispute, difference, claim or disagreement shall be settled by
arbitration in accordance with the then prevailing commercial rules of the AAA, and judgment
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upon award rendered by the panel may be entered in the Fourth Judicial District of the State of
Idaho.
13. Except as provided herein, this Amendment shall not be construed to constitute a waiver
of any rights or claims of the parties, including any subrogated claims.
14. This Agreement or any section thereof shall not be construed against any party due to the
fact that said Agreement or any section thereof was drafted by said party.
Section 3. Full Force and Effect. Except as modified herein, all terms and conditions of the
Memorandum of Agreement shall remain in full force and effect. In the event of any conflict
between the Memorandum of Agreement and this Amendment, the language of the
Memorandum of Agreement shall control.
[End of Text; Signatures to Follow]
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IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first above
written.
CITY OF EAGLE
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State of Idaho
County of Ada
On this 26th day of February 2008, before me Tracy E. Osborn, a Notary Public in and for
the State of Idaho, personally appeared Phil Bandy known by me to be the Mayor of the
City of Eagle, Idaho and executed the instrument on behalf of the City of Eagle.
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EAGLE SPORT LEGENDS INVESTMENTS, LLC,
an Idaho limited liability company
By: SIGNATURE SPORTS INVESTMENTS LLC,
an Idaho limited liability company
Its: Manager
By: NGBRE, LLC,
an Idaho limited liability company
Its: Manager
STATE OF
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On thisS::::: day ofF~, 2008, before me ;/lc({,~,;I. ~
a Notary Public in and for said State, personally appeared SCOTT C. ADCOCK, kno or
identified to me (or proved to me on the oath of ) to be the
Manager of NGBRE, LLC, an Idaho limited liability company, the Manager of SIGNATURE
SPORTS INVESTMENTS LLC, an Idaho limited liability company, the Manager of EAGLE SPORT
LEGENDS INVESTMENTS, LLC, an Idaho limited liability company, the limited liability company
that executed the instrument or the person who executed the instrument on behalf of said limited
liability company, and acknowledged to me that he executed the within instrument on behalf of
said company, and that such company executed the same in the company's name.
County of
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
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Page 5 of9
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EAGLE SPORT LEGENDS INVESTMENTS #2, LLC,
an Idaho limited liability company
By: SIGNATURE SPORTS INVESTMENTS LLC,
an Idaho limited liability company
Its: Manager
By: NGBRE, LLC,
an Idaho limited liability company
Its: Manager
STATE OF JdcJ.o )
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County of _I AlA .(}....J )
OnthiS~daYOf~8,beforeme ~ if.1Jd-L,
a Notary Public in and for said State, personally appeared SCOTT C. ADCOCK, mown or
identified to me (or proved to me on the oath of ) to be the
Manager of NGBRE, LLC, an Idaho limited liability company, the Manager of SIGNATURE
SPORTS INVESTMENTS LLC, an Idaho limited liability company, the Manager of EAGLE SPORT
LEGENDS INVESTMENTS #2, LLC, an Idaho limited liability company, the limited liability
company that executed the instrument or the person who executed the instrument on behalf of
said limited liability company, and acknowledged to me that he executed the within instrument
on behalf of said company, and that such company executed the same in the company's name.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
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Page 6 of9
K:\Planning Dept\Eagle Applications\Preliminary Development Plans\2005\Legacy DA MOD2 MOA amend 02-26 doc
LEGACY IDAHO LLC,
an Idaho limited liability company
STATE OF
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County of
On this S:YO-day OU~08, before me dlP<<k J - I/i;,ctL,
a Notary Public in and for said State, personally appeared SCOTT C. ADCOCK, wn or
identified to me (or proved to me on the oath of ) to be the
Vice President of LEGACY IDAHO LLC, an Idaho limited liability company, the limited liability
company that executed the instrument or the person who executed the instrument on behalf of
said limited liability company, and acknowledged to me that he executed the within instrument
on behalf of said company, and that such company executed the same in the company's name.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
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IDAHO DEVELOPMENT SERVICES, INC.,
an Idaho corporation
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Its: Vice President
STATEOF Jdok
County of MIA-
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On this~ day ofEel:mrnry, 2008, before me JlJLC..J7W{ cI". ,
a Notary Public in and for said State, personally appeared SCOTT C. ADCOCK, C wn or
identified to me (or proved to me on the oath of ) to be the
Vice President of IDAHO DEVEWPMENT SERVICES, INC., an Idaho corporation, the corporation
that executed the instrument or the person who executed the instrument on behalf of said
corporation, and acknowledged to me that he executed the within instrument on behalf of said
corporation, and that such corporation executed the same in the corporation's name.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
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NOTARY PU.,2L1C FOR J61AHO
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Page 80f9
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SIGNATURE ACADEMIES IDAHO, LLC,
an Idaho limited liability company
By: IDAHO DEVELOPMENT SERVICES, INC.,
an Idaho corporation
Its: Member
STATE OF JdoJw
County of 6 J{A. ./
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On this ,'l thaay of ~008, before me ~~ J.. ~
a Notary Public in and for said ~;~;S~nallY appeared SCOTT C. ADCOCK, own or
identified to me (or proved to me on the oath of ) to be the
Vice President of IDAHO DEVELOPMENT SERVICES, INC., an Idaho corporation, the Member of
SIGNATURE ACADEMIES IDAHO, LLC, an Idaho limited liability company, the limited liability
company that executed the instrument or the person who executed the instrument on behalf of
said limited liability company, and acknowledged to me that he executed the within instrument
on behalf of said company, and that such company executed the same in the company's name.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
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