Mou/Moa - 2011 - Ringo Ridge Common Area Improvement Agrt - 11/17/2011 RINGO RIDGE ESTATES COMMON AREA IMPROVEMENT AGREEMENT
THIS AGREEMENT is made and entered into this /7/-6 day of November, 2011, by
and between the City of Eagle, an Idaho municipal corporation ("City"); Robert Norton, an
individual ("Norton); Brent Ban-us, an individual ("Barrus"); and the Arbor Ridge Homeowners
Association, Inc. ("HOA"), an Idaho non-profit corporation.
WHEREAS, Norton is the owner of that certain parcel of real property legally described
as Lot 1, Block 6 (the "Property"), which is identified as common area on the final plat for Ringo
Ridge Estates Subdivision No. 2, recorded July 22, 2005, as Instrument No. 105100324, in the
official records of Ada County, Idaho (the "Subdivision"); and
WHEREAS, Ban-us is the owner of that certain parcel of real property identified as Ada
County Parcel Number S0510131550, which property lies generally to the north of the Property;
and
WHEREAS, the HOA is an Idaho non-profit corporation whose purpose is to provide for
the maintenance, preservation and control of certain improvements within the common area of
the Subdivision, and to promote the recreation, health, safety and welfare of the members
thereof; and
WHEREAS, the original developer of Phase I and II of Ringo Ridge Estates Subdivision,
posted a letter of credit, Syringa Bank Letter of Credit No. 300008, ("LOC 300008") in
connection with the development of the subdivision , as required by the City; and
WHEREAS, after the original developer failed to fill the common area and construct
required landscaping, irrigation, and fencing in connection with the development of the
Subdivision, the City presented a draw request on LOC 300008 to Syringa Bank on August 13,
2009, which Syringa Bank approved on August 14, 2009, by issuing Check No. 003962 to the
City in the amount of$97,824.99; and
WHEREAS, the parties desire to utilize a portion of the funds on deposit from LOC
300008 to purchase and install a pressurized irrigation system on the Property and obtain any
necessary water rights related thereto (collectively, the "Improvements") to enhance its value as
a common area/open space for the HOA, the Subdivision, and any future adjacent subdivision(s)
or planned unit development(s).
NOW, THEREFORE, in mutual consideration of the covenants contained herein, the City
and Norton agree as follows:
1. Consideration. The City agrees to pay to Norton a sum not to exceed
$83,000.00 out of the funds on deposit from LOC 300008 for the purpose of purchasing and
installing a pressurized irrigation system on the Property, and obtaining necessary water rights
for the operation of such pressurized irrigation system, payable as set forth herein. Norton shall
submit periodic requests for payment based on engineering and construction costs of the
RINGO RIDGE ESTATES COMMON AREA IMPROVEMENT AGREEMENT - 1
Improvements. All payment requests shall be in writing, shall include all invoices, purchase
orders, receipts, or other evidence of engineering and construction costs, and shall be submitted
to the City Clerk. The City agrees to issue a check to Norton following approval of the request
by the City Council, which approval shall occur within thirty (30) days of receipt of such request
for payment. If the purchase and installation of the pressurized irrigation system costs less than
$83,000.00, any such remaining funds shall remain with the funds on deposit from LOC 30008
to be used for their original and intended purpose.
2. Time for Performance. Norton agrees to commence construction within thirty
(30) days of the Effective Date, weather permitting. In the event weather prevents Norton from
commencing construction within such thirty-day period, Norton shall provide written notice to
the City of the anticipated construction commencement date. Norton agrees to complete
construction of the Improvements on or before July 1, 2012.
3. Permits and Government Approvals. Prior to commencing construction of the
Improvements, Norton shall obtain from the City or other governmental authorities having
jurisdiction all required building permits, plan approvals, variances, licenses, or other permits or
approvals as may be required to enable Norton to construct the Improvements (the "Approvals").
The Approvals shall include, but not be limited to, design review and building permit. All costs
and expenses incurred in connecting with the Approvals shall be borne by Norton, provided
Norton may include any such costs and expenses in a request for payment as set forth in Section
1 herein. The Improvements shall comply with all state, county, and municipal laws, ordinances,
rules and regulations; all zoning laws and ordinances; and all building, fire, health and safety
codes, with all necessary inspections having been completed in accordance with applicable laws,
and shall be done in good and workmanlike manner, and free and clear of all liens and
encumbrances for labor and materials furnished to Norton.
4. Utilities. All utilities shall be in Norton's name and Norton shall be responsible
for payment of all utility bills associated with the Property until such time as the Property is
transferred to the HOA. Under no circumstances shall the City be or become responsible for
payment of utility bills associated with the Improvements or the Property.
5. Indemnity. To the fullest extent permitted by law Norton, Barrus, and the HOA
shall secure, defend, protect, hold harmless, and indemnify the City from and against any and all
liability, loss, claims, demands, suits, costs, fees and expenses (including actual fees and
expenses of attorneys, expert witnesses, and other consultants), by whomsoever brought or
alleged, and regardless of the legal theories upon which premised, including, but not limited to,
those actually or allegedly arising out of bodily injury to, or sickness or death of, any person, or
property damage or destruction (including loss of use), which may be imposed upon, incurred by
or asserted against the City allegedly or actually arising out of or resulting from the use of LOC
300008 funds, construction of the Improvements or maintenance of the same, including without
limitation any breach of contract or negligent act or omission (i) of Norton; or (ii) of Norton's
subcontractors or suppliers, if any, or (iii) of the agents, employees or servants of Norton or his
subcontractors or suppliers, if any.
6. Remedies. The parties hereto, their heirs, successors and assigns shall have all
rights and remedies provided at law or in equity to enforce their rights hereunder. In the event of
RINGO RIDGE ESTATES COMMON AREA IMPROVEMENT AGREEMENT - 2
any action or proceeding by or against a party in any way arising out of this Agreement, or
attempting to enforce any right herein granted, the losing party shall pay the prevailing party's
reasonable attorney fees and costs.
7. Use of the Property. No provision of this Agreement shall be construed to
amend or alter the use of the Property as common area/open space as approved by the City in the
Final Plat of the Subdivision or to otherwise restrict the City's right to enforce any Approvals or
any ordinances of the City.
8. Release. In exchange for the promises, covenants, and consideration described
in this Agreement, Norton, Barrus, and the HOA hereby release, acquit and forever discharge the
City from any and all claims of every kind, whether known or unknown, actions, causes of
action, and damages of every kind or nature, whether past, present or future, arising out of the
use of LOC 300008 funds as described in this Agreement, the construction of the Improvements,
and any maintenance of such Improvements.
9. Amendment. The provisions of this Agreement may be amended only by an
instrument in writing signed and acknowledged by each party certifying and attesting that such
amendment has been approved.
10. Notices. Any notice required to be sent under the provisions of this Agreement
shall be deemed to have been properly sent, and notice thereby given, when mailed, with the
proper postage affixed, to the following addresses:
City: Barrus:
City of Eagle Brent Barrus
Attn: Sharon Bergmann, City Clerk 5720 W. Overland Rd.
P.O. Box 1520 Meridian, ID 83642
Eagle, ID 83616
Norton: HOA:
Robert Norton Ringo Ridge HOA
2528 E. Sadie Dr. 2492 E. Mariposa Dr.
Eagle, ID 83616 Eagle, ID 83616
11. Counterparts. This Agreement may be executed in counterparts, each of which
shall be deemed an original but all of which together shall constitute one and the same
instrument.
12. Severability. If any provision of this Agreement, or the application thereof, is
determined to be invalid or unenforceable, the remainder of that provision and all other
provisions shall remain valid and enforceable.
13. Successors and Assigns. This Agreement shall inure to the benefit of and shall
be binding upon the successors and assigns of the parties hereto.
RINGO RIDGE ESTATES COMMON AREA IMPROVEMENT AGREEMENT - 3
14. Arm's Length Transaction. All provisions of this Agreement have been
negotiated by both parties at arm's length and neither party shall be deemed the scrivener of this
Agreement. This Agreement shall not be construed for or against either party by reason of the
authorship or alleged authorship of any provision hereof.
15. Authority. The undersigned certify that they are authorized to execute this
Agreement.
16. Effective Date. This Agreement is effective as of the date first above written by
the parties.
IN WITNESS WHEREOF, the Parties, having been duly authorized, have hereunder
caused this Agreement to be executed.
CITY OF EAGLE, ROBERT NORTON,
an Idaho municipal corporation an individual
By:
egl,t/L,)
res D. Reynolds, ayor Robert Norton
ATTEST: BRENT BARRUS,
an individual
By„— .. �'�.cii 42.1ati C •eeh2-1-4-'/
Sharon K. Bergmann'o.ga,cJfLk, Brent Barrus
so.,tee q w J.....
•`1�i OF Tom••. �i•* ARBOR RIDGE HOMEOWNERS
• ASS IATIO , INC., an Idaho
• ,L ;a: ' non rofit c• •oration
1 1V o` 40110111.
.
B
5 ina Baker, President
1'
RINGO RIDGE ESTATES COMMON AREA IMPROVEMENT AGREEMENT - 4
STATE OF IDAHO )
)ss.
County of Ada )
On this 7- day of 1 -101/4. 2011, before me, a Notary Public in and for said
state, personally appeared Nina Baker, president of the Arbor Ridge Homeowners Association,
Inc., known or identified to me to be the signer of the above instrument and she acknowledges to
me that she executed the same for and on behalf of the Arbor Ridge Homeowners Association,
Inc.
•1'��1'`'.•' • 4,'•., Notary ublic for Idaho
f �' OTARI, % Residing at --.-
�.� Commission Expires
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RINGO RIDGE ESTATES COMMON AREA IMPROVEMENT AGREEMENT - 6
STATE OF IDAHO )
)ss.
County of Ada )
On this day of 1 A° s jt( AV, 2011, before me, a Notary Public in and for said
state, personally appeared Robert Norton, known or identified to me to be the signer of the above
instrument and he acknowledges to me that he executed the same.
Notary Public for Idaho
° Residing at "AA
Commission Expires 2,63— y-
STATE OF IDAHO )
)ss.
County of Ada )
On this e day ofr '7, 2011, before me, a Notary Public in and for said
state, personally appeared James D. Reynolds, Mayor of the City of Eagle, Ada County, Idaho,
known or identified to me to be the signer of the above instrument and he acknowledges to me
that he executed the same for and on behalf of said City of Eagle, Ada ounty, daho.
Notary Public for Idaho
Residin g at t�'�� 00-1
Commission Expires C`�Z . � i r
STATE OF IDAHO )
)ss.
County of Ada )
On this /� day of N-0-1_w1-tL-V , 2011, before me, a Notary Public in and for said
state, personally appeared Brent Barrus, known or identified to me to be the signer of the above
instrument and he acknowledges to me that he executed the same. /
40m. Ift2
Notary PuBhc or Idaho,. ,
Residing at / y �'1 )
Commission Expires (
RINGO RIDGE ESTATES COMMON AREA IMPROVEMENT AGREEMENT - 5