Resolution - 2014 - 14-05A - Approve The Amended Agreement For Purchase And Sale Of Property Btwn City Of Eagle/Ada County For 48.83 Acres At Ada-Eagle Sports Complex - 04/08/2014 7
1
RESOLUTION NO. 14-05 A
BY THE COUNCIL: BUTLER, DEFAYETTE, KUNZ,
RIDGEWAY
A RESOLUTION APPROVING THE AMENDED AGREEMENT FOR PURCHASE
AND SALE OF PROPERTY BETWEEN THE CITY OF EAGLE AND ADA COUNTY
FOR APPROXIMATELY 48.83 ACRES OF THE "ADA-EAGLE SPORTS COMPLEX;"
AUTHORIZING THE MAYOR AND CITY CLERK TO RESPECTIVELY EXECUTE
AND ATTEST SAID AGREEMENT; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Eagle desires to purchase approximately 42.2 acres of the Ada-
Eagle Sports Complex in order to preserve and retained the City's capital improvements and
investments into the Sports Complex; and desires to purchase approximately 6.61 acres of the
Ada-Eagle Sports Complex to provide continuity in the City's support of the BMX users of the
Sports Complex;
WHEREAS, Ada County owns and desires to sell the approximate 48.83 acres to the
City of Eagle, that portion of the Ada-Eagle Sports Complex for good and valuable consideration
as provided in the Agreement for Purchase and Sale of Property Between the City of Eagle and
Ada County, heretofore attached and marked as "Exhibit AA." Exhibit AA reflects the
modifications by City of Eagle at their March 25, 2014, meeting and added language from Ada
County, specifically, Section 11 to settle the survey costs owed to City of Eagle by Ada County
for surveying costs, and clarifying that the deed restrictions on the Bargain and Sale Deed expire
after 25 years of recordation with the County Recorder.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF
THE CITY OF EAGLE, IDAHO:
Section 1. That the AGREEMENT FOR PURCHASE AND SALE OF PROPERTY
BETWEEN THE CITY OF EAGLE AND ADA COUNTY, attached hereto and incorporated
herein by reference, be, and the same is hereby, approved as to both form and content.
Section 2. That the Mayor and City Clerk be, and they hereby are, authorized to
respectively execute and attest said Agreement for and on behalf of the City of Eagle, Idaho.
RESOLUTION NO. 14-05A
Section 3. That this Resolution shall be in full force and effect immediately upon its
adoption and approval.
ADOPTED by the Council of the City of Eagle, Idaho, this keir day of April, 2014.
APPROVED by the Mayor of the City of Eagle, Idaho this 1/4 day of April, 2014.
APPROVED: ATTEST:
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es Reynolds 4 Sharon K. Bergmann
MAYOR CITY CLERK
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RESOLUTION NO. 14-05A
AGREEMENT NO. 1 `•-'6�
AGREEMENT FOR PURCHASE AND SALE OF PROPERTY
BETWEEN
THE CITY OF EAGLE AND ADA COUNTY
THIS AGREEMENT FOR PURCHASE AND SALE OF PROPERTY
("Agreement") is entered into by and between Ada County, a duly formed and existing county
pursuant to the laws and Constitution of the State of Idaho ("Seller"), and the City of Eagle, an
Idaho municipal corporation organized under the laws of the State of Idaho ("Buyer"),
individually and collectively referred to as"Party"or"Parties."
WITNESSETH:
WHEREAS, Seller owns approximately 268 acres of land on the east side of Buyer's
municipal boundaries,commonly known as the Ada-Eagle Sports Complex("Sports Complex");
WHEREAS, Buyer desires to purchase a portion of the Sports Complex in order to
develop the land for use as a public park, recreational opportunities, and potentially other public
uses as specified in the Bargain and Sale Deed attached hereto as Exhibit B, and to protect the
Buyer's development interests in the property;
WHEREAS, pursuant to Idaho Code section 31-808(9), Seller,as a county, may transfer
property to a political subdivision of the State of Idaho if Seller finds the transfer to be in the
public interest; and
WHEREAS,Seller fords that having developed regional parks is in the public interest;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, it is hereby agreed by and between Seller and Buyer as follows:
1. Purchase and Sale. Subject to the terms and conditions hereof, Seller agrees to sell to
Buyer, and Buyer agrees to purchase from Seller, that certain parcel of real estate legally
described in Exhibit A, attached hereto and incorporated herein, including, without limitation,
any right, title, and interest of Seller in and to adjacent streets, alleys, rights-of-way, easements,
and any and all tenements, hereditaments, and appurtenances pertaining thereto, and all rights,
privileges, easements, and appurtenances, if any, thereunto belonging (collectively "the
Property").
2. Purchase Price. The purchase price ("Purchase Price") to be paid by Buyer to Seller for
the Property shall be One Hundred Seventy-Two Thousand One Hundred Ninety and 50/100
Dollars ($172,190.50). On the Closing Date, Buyer shall deliver the Purchase Price to Escrow
Agent, by wire transfer or other form of immediately available funds, payable to Seller, at
Closing, subject to the prorations and adjustments identified in Paragraphs 7, 8, and 11 of this
Agreement, if any.
3. Title Commitment. Prior to closing,the Parties will promptly examine a commitment for
a policy of title insurance on the Property ("Commitment"). The title company shall be
AGREEMENT FOR PURCHASE AND SALE OF PROPERTY—PAGE 1
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TitleOne, 1101 River Street, Suite 201, Boise, Idaho 83702 (hereinafter "Title Company").
Seller has already ordered the Commitment from Title Company and has supplied a copy to
Buyer for inspection. Buyer shall promptly notify Seller of any exceptions to insurability noted
by the Title Company or Commitment that Buyer finds unacceptable. On condition that Seller
cures the exceptions disclosed by Buyer on or at closing, Buyer hereby agrees to accept title to
the Property subject to the exceptions noted thereon and as cured (collectively "the Permitted
Exceptions").
4. Title Policy. Seller shall cause Title Company to deliver to Buyer on the Closing Date a
standard Seller's policy of title insurance ("Title Policy") subject only to the Permitted
Exceptions. Buyer shall pay the basic premium for the Title Policy and for any special
endorsements or extended coverages that Buyer desires to obtain, provided, however, that
issuance by the Title Company of any special endorsements or extended coverages ordered by
Buyer shall not be a condition of closing.
5. Covenants and Representations. Seller and Buyer hereby make the following covenants
and representations:
(a) Other than as stated herein, Seller has the requisite power and authority to enter
into and fully carry out this Agreement and any sale of the Property made pursuant
hereto.
(b) Buyer has the requisite power and authority and has taken all steps necessary to
enter into and fully carry out this Agreement and any purchase of the Property made
pursuant hereto.
(c) Seller has not and shall not commit any act or omission that would cause the
imposition or creation of any lien, charge, or encumbrances for which payment has not
been made, secured, or otherwise provided and which might otherwise result in the
imposition of a mechanic's lien or similar lien against the Property.
(d) With exception of the current lease between Seller and Buyer for the Property
(Ada County Agreement Nos. 6905 and 6905-01-12 (collectively "Lease Agreement")),
Seller shall not enter into or cause to be entered into any written or oral lease for the
Property or any portion thereof from the date hereof to the Closing Date without first
obtaining the written consent of Buyer. The Lease Agreement between the Parties shall
terminate as per the provisions of paragraph 9,below.
(e) Buyer understands that all zoning and land use actions and permissions, including
but not limited to any permits, subdivisions, lot splits, lot combos,lot line adjustments, or
other actions as may be required to allow the transaction to proceed are Buyer's sole
responsibility, and Seller makes no representations or warranties as to their availability
nor any of the processes employed by Buyer in connection therewith.
(f) Buyer acknowledges that it has been afforded the right and opportunity to enter
upon the Property and make such tests and inspections of the Property as Buyer desires,
including, but not be limited to, those related to soils, environmental issues, pests, molds
AGREEMENT FOR PURCHASE AND SALE OF PROPERTY—PAGE 2
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and allergens and engineering matters. As the tenant in possession of the Property as per
the current Lease Agreement, Buyer acknowledges it is more familiar with the current
state of the Property than Seller, and is in a better position to have knowledge of the
particular conditions and structures existing upon the Property. Buyer acknowledges that
some conditions that may be material to Buyer may not be discoverable without
inspections and/or testing from qualified professionals. Buyer acknowledges that Seller
and its agents, attorneys and employees make no representations or warranties(express or
implied) with respect to, and shall have no liability to Buyer for, (a) the condition of the
Property or any buildings, structures or improvements thereon, or the suitability,
habitability, merchantability or fitness of the Property for Buyer's intended uses, or for
any use whatsoever; (b) the Property's compliance with any applicable building,
environmental, safety, zoning or fire laws or regulations or with respect to the existence
of or compliance with any required permits, if any, of any governmental agencies; and (c)
any other matter relating to the condition of the Property. Buyer warrants to Seller that
Buyer will make all of the investigations and inspections Buyer deems necessary in
connection with its purchase of the Property and Buyer will be deemed to have approved
without reservation all aspects of this transaction, including but not limited to the
physical condition of the Property and the use, title and the financial aspects of the
operation of the Property. Buyer agrees that Buyer is acquiring the Property in a"where-
is" "as-is" condition, with all faults with respect to any and all facts, circumstances,
conditions and defects, whether known or unknown, relating to the Property. Buyer
expressly understands and acknowledges that it is possible that problems, conditions or
claims may exist with respect to the Property unknown to Buyer and that Buyer explicitly
took such into account in determining the purchase price for the Property, and that a
portion of such consideration, having been bargained for between the parties, was with
the knowledge of the possibility of such unknown problems, conditions or claims.
6. Escrow Closing. The closing of the purchase and sale of the Property shall be effected
through escrow at the Title Company, and delivery of the deed and any other documents and
payment of the Purchase Price for the Property shall be effected through such escrow. The terms
of such escrow shall be pursuant to an escrow agreement in customary form, modified to reflect
the transaction contemplated herein. The cost of said escrow shall be borne equally by Seller
and Buyer. This Agreement shall not be merged into such escrow agreement, but the latter shall
be deemed auxiliary to this Agreement. In the event of any conflict, the provisions of this
Agreement shall be controlling as between the Parties hereto.
7. Closing and Obligations at Closing. Subject to any termination of this Agreement
permitted hereunder by Seller or Buyer, closing shall take place at the office of the Title
Company or at other location as deemed suitable by the Parties, on a date mutually agreed upon
in writing by Seller and Buyer ("Closing Date"); provided,however,that said Closing Date shall
occur not later than thirty (30) days from the date the last Party executes this Agreement, unless
extended, in writing, by mutual agreement of the Parties. On or before the Closing Date, the
obligations of Seller and Buyer shall be as follows:
(a) Buyer shall cause the Purchase Price, plus or minus prorations, if any, to be
transferred to the Title Company, as provided herein.
AGREEMENT FOR PURCHASE AND SALE OF PROPERTY—PAGE 3
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(b) Seller shall execute and deliver a Bargain and Sale Deed, in the form attached
hereto as Exhibit B, conveying title to the Property to Buyer subject to the Permitted
Exceptions.
(c) As per paragraph 10,below, Seller and Buyer shall execute the"Non-Exclusive
License Agreement for Access"in the form which is attached hereto as Exhibit C.
(d) Seller and Buyer shall execute such other documentation as is reasonably
requested or as is required by applicable law to effectuate the transaction contemplated
herein.
(e) Seller's reimbursement for survey costs shall be credited to Buyer at time of
closing, as per the provisions of paragraph 11,below.
8. Prorations. All expenses and charges in connection with ownership and use of the
Property, including real estate taxes, if any, shall be prorated as of the Closing Date. To the
extent that information for any such proration is not available on the Closing Date, the Parties
shall effect such prorations within thirty(30)days after the Closing Date.
9. Termination of Existing Lease Agreement. Seller and Buyer are currently parties to a
lease agreement for the Property, Ada County Agreement No's. 6905 (dated August 24, 2004)
and 6905-01-12 (dated May 2, 2012), collectively referred to hereafter as the "Lease
Agreement." The Lease Agreement provides it may be terminated by either party upon six (6)
months written notice. The Lease Agreement also provides it may be modified by the parties by
a writing duly executed by both parties. Accordingly, by and through this duly executed
Agreement, the Parties agree that the Lease Agreement shall terminate immediately as of the
date the Parties close on this purchase and sale transaction.
Upon termination of the Lease Agreement,each of the Parties hereby agree to release and
forever discharge the other, and the officers, agents,and employees of each,of and from any and
all manner of actions,causes of action,rights, suits, covenants,contracts,agreements,judgments,
claims, and demands, whatsoever in law or equity, whether by federal or state law, including
claims for contribution, which either Party may have against the other arising out of or in
connection with the Lease Agreement.
The provisions of this paragraph 9 shall survive beyond any termination and/or closing of
this Agreement.
10. License Agreement for Access. There currently exists upon the Property an access road
which provides easy access to adjacent property which will remain under the ownership of the
Seller. Seller desires the right to make use of such road for purposes of accessing Seller's
adjacently-located property. Therefore, at the time of closing, and as a condition of closing,the
Parties shall execute the "Non-Exclusive License Agreement for Access" in the form which is
attached hereto as Exhibit C.
11. Survey Costs. Buyer and Seller have caused the Property to be surveyed in connection
with this purchase and sale transaction, and agree that Buyer will pay the surveyor, Holladay
Engineering Company, for the entirety of the invoiced costs. Seller then agrees to reimburse
Buyer the sum of Seven Thousand Two Hundred Twenty Two and 81/100 dollars ($7,222.81),
AGREEMENT FOR PURCHASE AND SALE OF PROPERTY--PAGE 4
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representing the Seller's share of such survey costs,with such reimbursement to be credited back
to Buyer and settled out of proceeds at the time of closing.
12. Default. If Seller fails or refuses to comply with the terms of this Agreement, for any
reason other than Buyer's default hereunder,Buyer's remedies shall include all those available in
law or equity, including, if elected by Buyer, specific performance. If Buyer fails or refuses to
comply with the terms of this Agreement, for any reason other than Seller's default hereunder,
Seller's remedies shall include all those available in law or equity, including,if elected by Seller,
specific performance.
13. Condemnation. In the event of any taking by the exercise of the power of eminent
domain of a substantial portion of the Property prior to the Closing Date (such portion as would
impair or otherwise affect the present use of the Property will be deemed "substantial"), Buyer
shall have the right to terminate this Agreement by giving written notice to Seller prior to the
Closing Date. If Buyer elects to terminate this Agreement, all awards and compensation arising
out of said condemnation shall be the property of Seller. If Buyer fails to give Seller notice of
termination prior to the Closing Date, said right to terminate shall be deemed waived; Buyer
shall be credited with or assigned all of Seller's right, title, and interest to all awards and
compensation arising out of said condemnation; and Buyer shall remain obligated to purchase
the Property with no reduction in the Purchase Price. In the event of any taking of an
insubstantial portion of the Property prior to the Closing Date (such portion as would not impair
or otherwise affect the present use of the Property will be deemed "insubstantial"), Seller shall
assign to Buyer all of Seller's right, title, and interest to all awards and compensation therefore,
and Buyer shall remain obligated to purchase the Property with no reduction in the Purchase
Price.
14. Notices. Any notice, demand, or other communication required or permitted to be given
under this Agreement or applicable law shall be effective only if it is in writing and signed by the
applicable Party, properly addressed, and: (a) delivered in person; (b) deposited with the United
States Postal Service as first-class mail,postage prepaid, return receipt requested; or (c) sent via
facsimile to the Parties at the addresses or fax numbers provided in this section. Notices shall be
effective upon receipt or two(2)business days after mailing,whichever is earlier.
Buyer: City of Eagle
Eagle City Clerk
P.O. Box 1520
660 East Civic Lane
Eagle,Idaho 83616
Facsimile: (208) 939-6827
Seller: Ada County
Board of Ada County Commissioners
200 West Front Street,3rd Floor
Boise, Idaho 83702
Facsimile: (208)287-7009
AGREEMENT FOR PURCHASE AND SALE OF PROPERTY—PAGE 5
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With a copy to: Ada County Prosecuting Attorney's Office
Attn: Civil Division
200 W. Front Street, Room 3191
Boise,Idaho 83702
Facsimile: (208)287-7719
15. Assignment. Buyer shall not have the right to assign or transfer Buyer's interest in this
Agreement without the prior written consent of Seller,which consent may be withheld in Seller's
sole discretion. Any purported assignment or transfer in violation of this paragraph shall be null
and void and of no effect and, further, at Seller's election, shall constitute a default by Buyer
hereunder.
16. Brokerage. Each Party hereto represents and warrants to the other that no commission or
other amount is payable to any person or entity for brokerage or similar services performed
hereunder, and each Party hereto agrees to indemnify the other Party for any commission or
amount owed to or claimed by any person or entity claiming through such indemnifying Party.
17. Other Acts. Seller and Buyer each agree to perform such other acts and to execute,
acknowledge, and/or deliver such other instruments, documents, and materials as may be
reasonably necessary to effect consummation of the transaction contemplated herein.
18. Time is of the Essence. Seller and Buyer agree that time is of the essence throughout the
term of this Agreement and every provision hereof in which time is an element. No extension of
time for performance of any obligations or acts shall be deemed an extension of time for
performance of any other obligations or acts. If any date or performance of any of the terms,
conditions, or provisions hereof shall fall on a Saturday, Sunday, or legal holiday, then the time
of such performance shall be extended to the next business day thereafter.
19. Paragraph Headings. The paragraph headings contained in this Agreement are for
convenience only and shall in no way enlarge or limit the scope or meaning of the various and
several paragraphs hereof.
20. Interpretation. The Exhibits to this Agreement are incorporated into this Agreement by
this reference as if fully set forth herein. Whenever used in this Agreement,the singular number
shall include the plural, the plural the singular, and the use of any gender shall include all
genders. Each of the Parties acknowledge having the assistance of legal counsel in reviewing,
drafting, and considering the terms of this Agreement, and therefore, in the event of any dispute
involving the meaning or construction of the terms of this Agreement there shall not rise any
presumption that such terms be construed against one Party over the other.
21. Applicable Law and Parties Bound. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Idaho, with venue for any action brought
pursuant to this Agreement to be in the Fourth Judicial District, State of Idaho. This Agreement
shall be binding upon and inure to the benefit of the Parties hereto and, subject to the provisions
of Paragraph 12 hereof,their respective successors and permitted assigns.
22. Attorney Fees. In the event that either Party elects to file any action in order to enforce
the terms of this Agreement, or for a declaration of rights hereunder, the prevailing Party, as
AGREEMENT FOR PURCHASE AND SALE OF PROPERTY—PAGE 6
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determined by the court in such action, shall be entitled to recover all of its court costs and
reasonable attorney fees as a result thereof from the non-prevailing Party.
23. Amendments. This Agreement may be amended, modified, or supplemented only by a
writing duly executed by both Parties, which may be executed in counterparts, all of which shall
be deemed to constitute one document.
24. No Merger. The obligations, representations, and warranties herein contained shall not
merge with transfer of title,but shall remain in effect until fulfilled.
25. Entire Agreement. The Parties acknowledge and agree that at all times they have
intended that none of the preliminary negotiations concerning this transaction would be binding
on either Party, and that they would be bound to each other only by a single, formal,
comprehensive document containing this paragraph and all of the agreements of the Parties, in
final form, which has been duly executed and delivered by Buyer and Seller (to-wit: this
Agreement). The Parties acknowledge that none of the prior oral agreements between them(and
none of the representations on which either of them as relied) relating to the subject matter of
this Agreement shall have any force or effect whatsoever, except as and to the extent that such
agreements and representations have been incorporated into this Agreement.
26. No Recording. Buyer shall not record this Agreement or any memorandum or short form
hereof.
27, Counterparts. This Agreement may be executed in counterparts, all of which
counterparts taken together shall be deemed to be but one original.
DATED this 0 fh day of t//�ia .... 2014.
Board of Ada County Commissioners
By: OPPOSED
David Case, Commissioner
�
By: —.-- Lr �j��+�1
�Tibbs Commissioner
By:
Rick Yzaguiir ommissioncr
ATTEST.
'stop er D.Rich,Ada County Clerk
AGREEMENT FOR PURCHASE AND SALE OF PROPERTY—PAGE 7
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City of Eagle
By:
Jim Reynolds,Mayor
ATTEST:
Sharon Bergmann,Eagle City Clerk
AGREEMENT FOR PURCHASE AND SALE OF PROPERTY—PAGE 8
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EXHIBIT A
LEGAL DESCRIPTION
"Boundary Description
Adjustment Parcel—Eagle Sports Park"
Prepared by Atlas Land Surveying,bearing the seal of
Dean J.Coon dated 2/20/14
(2 pages)
AGREEMENT FOR PURCHASE AND SALE OF PROPERTY—EXHIBIT A
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a a t ,_,, ATLAS LAND SUR YING
206 NW 9th STREET FR1117lAldR, ll?83619
� i'� C PHONE;208-739-3801 OFFICEJPAX., 208-452-6462 atlasVatlas-survey.com
BOUNDARY DESCRIPTION
ADJUSTMENT PARCEL -EAGLE SPORTS.PARK
A parcel of land located in Lot 1, Block 1, Hidden Hollow Subdivision, in the SW1/4 and SW1/4NW1/4
of Section 2 and also In the 5E1/4 and SE1/4NE1/4 of Section 3, all in Township 4 North, Range 1
East, Boise Meridian,,Ada County, Idaho, as follows:
Commencing at the northwest corner of said SW1/4(W1/4 corner)of Section 2, being
monutnented by an Ada County brass cap monument in concrete;
thence along the north line of said SW1/4, also being the north line of Agreement No.6905, a
lease.agreement between Ada County and the City of Eagle for Ada-Eagle Sports Complex,
.
5.89°40'12"E.400.00 feet;to an aluminum cap on a 5/8" rebar, being the POINT OF
BEGINNING; •
•
thence along the easterly boundary of.said Lease Agreement No..6905, S.30' 38'06" E.
491.74 feet,tb a set 5/8"rebar with plastic cap stamped "D. COON 1510328", herein after
referred to es"capped rebar";
thence.leaving said easterly boundary, 5. 70`10`54"W.391.53 feet, to a capped rebar;
thence.S. 12' 22'05."E. 6.46.75 feet,to a capped rebar; •
thence S. 73' 11'12"W, 101.20 feet, to a capped rebar;
thence S. 18° 31'08"E.235,72 feet, to a capped rebar;
thence S.21' 42'31"E. 511.15 feet,to a capped rebar;
thence S.`71.53'21"W. 596.22 feet, to a capped rebar on the west line of said Lot 1, also
being the easterly right-of-way line of Horseshoe Bend Road.(old State Highway 55);
thence along said west line(easterly right-of-way line),northerly 106.50 feet, along the arc
of a 1945.94 foot radius, non-tangent curve, concave westerly, through a central angle of
3' 08'09", and whose chord bears N, 16' 32'35"W. 106.49 feet, to a capped rebar;
thence along the west tine of said Lot 1 (easterly right-of-way tine),tangent to said curve,
N. 1B'06'39"W.2111.40 feet, to a found 5/8" rebar;
thence along the west line of said Lot 1, N. 15' 58'15"E.528.75 feet,to a found 1/2"rebar;
thence along the west line of said Lot 1, N. B1 59'26"W. 329.97 feet,to a found 5/8"rebar
on the aforesaid easterly right-of-way line;
thence along the west line of said.Lot 1 (easterly right-of-way line) o04 ._0
N. 18' 06'31"W. 102.96 feet, toe capped rebar lying 30 feet
southerly of the center line of Goose Creek lane;
if ;he 7
(Description continues as page 2) ,►I •
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PAGE 1 OF 2
EXHIBIT
A.
y�'� '' � ATLAS LAND SURVEYING
ii '. 206 NW 9'STREET FRUITLAND,ID 83619 rr latlass:dverceom
: PHONE:208-739-3602 OFFICE/FAX:208-452-6462 atlaseattas survey com
BOUNDARY DESCRIPTION
ADJUSTMENT PARCEL -- EAGLE SPORTS PARK
(Description continued from pope i)
thence the following five(5)courses, all lying 30 feet south of the as-built tenter tine of
Goose Creek Road:
1) leaving said west line(easterly right-of-way line),easterly 104.41 feet, along the arc of a
340.00 foot radius, non-tangent curve, concave southerly, through a central angle of
17'35'43", and whose long chord bears N. 87° 01'03"E. 104.00 feet, to a capped rebar;
2) tangent to said curve,S. 84' 11'05" E.74.07 feet, to a capped rebar,
3) easterly 365.27 feet, along the arc of a 530.00 foot radius curve, concave northerly,
through a central angle of'39' 29'15", and whose long chord bears 14, 76" 04' 17"E. 358.08
feet, to a capped rebar;
4) N. 56' 19'39"E.26.03 feet, to a capped rebar;
5) northeasterly 67.75 feet, along the arc of a 255.00 foot radius curve, concave
southeasterly, through a central angle of 15' 13'25", and whose long chord bears
N.63' 56'21".E. 67.55 feet, to a capped rebar;
thence S. 51* 18'32"E.417.66 feet, to a capped rebar,
thence 5. 34' 57'37"E. 238.56 feet,to a capped rebar;
thence S. 32' 08'43"E.392.15 feet, to the POINT OF BEGINNING.
Containing 48.83 acres, more or less.
This description is based on the property tine adjustment survey for the Eagle sports park as
shown on record of survey#9645 (Instrument No.114012934),which amends record of
survey#9632(Instrument No. 114007793), records of Ada County.
END OF THIS DESCRIPTION THAT CONTAINS 2 PAGES.
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EA2014 PROM 4-0o2A-PL-HEIADMINI DESCRIPTIONS\ADJUSTMENT-AMENOEP.odt.
PAGE 2OFZ
EXHIBIT
A .
EXHIBIT B
BARGAIN AND SALE DEED
(11 pages)
AGREEMENT FOR PURCHASE AND SALE OF PROPERTY—EXHIBIT B
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RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
(Space Above For Recorder's Use)
BARGAIN AND SALE DEED
This Bargain and Sale Deed is made this day of
2014, between Ada County, a duly formed and existing county pursuant to the laws and
Constitution of the State of Idaho ("Grantor"), and the City of Eagle, an Idaho Municipal
Corporation ("Grantee"), whose current address is 660 E. Civic Lane, P.O. Box 1520, Eagle,
Idaho, 83616.
Section 1. Conveyance
For value received, Grantor does hereby bargain, sell, and convey to Grantee that certain
parcel of land lying and being in the County of Ada, State of Idaho, (hereinafter "Property") as
more particularly described in Exhibit A,attached hereto and incorporated herein;
To have and to hold the Property, with its appurtenances unto Grantee, and Grantee's
successors and assigns forever.
Grantor for itself, its successors and assigns, does hereby covenant that at the time of
execution of this Bargain and Sale Deed the Property is free from all encumbrances, except those
made, suffered or done by Grantee, and except the matters set forth on Exhibit B to this Bargain
and Sale Deed, and except general taxes and assessments, including irrigation district and utility
assessments, and except any easements or other matters of record or which would be disclosed
by an accurate survey or careful inspection of the Property.
Section 2. Conditions of Conveyance
TO HAVE AND TO HOLD the Property unto the Grantee so long as the Grantee shall
comply with the following express conditions and restrictions:
a. Grantee's use,maintenance, and development of the Property shall comply with, be limited
to, and be consistent with those uses specified under the "Public / Semi-Public" zoning
classification to which the Property is presently subject, as per Title 8 of the City Code of
the City of Eagle("City Code");to-wit,as per City Code § 8-2-3,"Schedule of District Use
BARGAIN AND SALE DEED—PAGE 1
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Regulations," the Property may only be used, maintained, or developed for the following
purposes:
Golf course and related services
Government building,offices
Library
Museum
Park and recreation facilities
Portable classroom
Public service facilities
School,public or private
Ambulance services
Animal shows or sales
Arts and crafts shows
Christmas tree sales
Circuses and carnivals
Emergency healthcare
Emergency services
Parking lot,parking garage
Personal wireless facilities(enclosed building,height—35' or less)
Personal wireless facilities(enclosed building,height--over 35')
Personal wireless facilities(height—35' or less)
Personal wireless facilities(height—over 35' feet)
Street fair
Vet clinic(animal hospital)
In interpreting the provisions of this restriction, the current zoning provisions of the City
Code as are in effect as of the date of this Bargain and Sale Deed shall in all respects govern
and control. Any subsequent amendment(s) or changes to the City Code shall not
supersede, modify, or alter the provisions of this Bargain and Sale Deed restriction, which
shall in all respects relate back and be interpreted as per the City Code provisions currently
in existence as of the recording date of this deed. Any use, maintenance, or development
upon the Property shall be subject to Grantee obtaining all permits, approvals,zoning and/or
conditional use permits,and any other permissions as may be necessary.
b. At no time and under no circumstances shall the Property or any portion thereof be used,
maintained, or developed for any purpose that is not consistent with the current "Public /
Semipublic" zoning classification to which the Property is currently subject. In the event
Grantee leases or transfers possessory rights to any of the Property, Grantee shall ensure the
conditions and restrictions of this Bargain and Sale Deed are complied with by any such
third parties. Further, Grantee shall not sell, transfer, or convey ownership or title to the
Property or any portion thereof to any third party.
BARGAIN AND SALE DEED—PAGE 2
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Section 3. Effect of Breach of Conditions
It is made an express condition of this conveyance that if the Property or any portion thereof
is developed, maintained, or used in derogation of the foregoing provisions, or if Grantee shall
breach any of the conditions or restrictions contained in this Bargain and Sale Deed, then in such
event Grantor, at its sole option,may demand,in writing,that Grantee be divested of the title to the
Property. In such case, title to the Property shall end effective upon Grantee's receipt of Grantor's
written demand,without the necessity of any conveyance,and the title to the Property shall revert to
Grantor. The provisions hereof may be enforced by Grantor, its heirs, personal representatives,
successors and assigns.
Section 4. Term of Conditions and Restrictions
The term of the conditions and restrictions imposed in this conveyance shall continue for a
period of twenty-five (25) years after the date of recordation of this Bargain and Sale Deed. After
the expiration of said period, said conditions and restrictions shall automatically terminate and shall
be of no further force or effect.
Section 5. Acceptance
By recordation of this Bargain and Sale Deed, Grantee shall be deemed to have accepted
and agreed to comply with the conditions and restrictions set forth in this Bargain and Sale Deed
and to the provisions concerning divestment upon breach thereof, as set forth in this Bargain and
Sale Deed.
[INTENTIONALLY BLANK]
BARGAIN AND SALE DEED—PAGE 3
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IN WITNESS WHEREOF, Grantor has executed this Bargain and Sale Deed on the date and
year written above.
Board of Ada County Commissioners
By:
David L. Case, Chairman
ATTEST:
Christopher D. Rich,Ada County Clerk
STATE OF IDAHO )
) ss.
Seller of Ada )
On this day of 2014, before me, a notary public, personally
appeared David L. Case, known or identified to me to be the Chairman of the County
Commissioners of Ada County that executed the said instrument, and acknowledged to me that Ada
County executed the same.
Notary Public for Idaho
Commission Expires
BARGAIN AND SALE DEED--PAGE 4
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EXHIBIT BIT A
LEGAL DESCRIPTION
"Boundary Description
Adjustment Parcel—Eagle Sports Park"
Prepared by Atlas Land Surveying,bearing the seal of
Dean J.Coon dated 2/20/14
(2 pages-attached)
BARGAIN AND SALE DEED—EXHIBIT A
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eo. t5
ATLAS LAND SURVEYING
' 206 NW 9-STREET FRUITLAND, ID 83619 wwwatias-survev.eare
4,, PHONE:208439-3802 OFFICE/FAX: 208-452-6462 atlas@atias-survey.com
BOUNDARY DESCRIPTION
ADJUSTMENT PARCEL -EAGLE SPORTS PARK
A parcel of land located in Lot 1, Block 1, Hidden Hollow Subdivision, in the SW1/4 and SW1/4NW1/4
of Section 2 and also in the SE1/4 and SE1/4NE1/4 of Section 3, all in Township 4 North, Range 1
East, Boise Meridian,Ada County, Idaho, as follows:
Commencing at the northwest corner of said SW1/4(W1/4 corner)of Section 2, being
monumented by an Ada County brass cap monument in concrete;
thence along the north line of said SW1/4, also being the north tine of Agreement No. 6905, a
tease agreement between Ada County and the City of Eagle for Ada-Eagle Sports Complex,
S.89°40'12"E. 400.00 feet,to an aluminum cap on a 5/8" rebar, being the POINT OF
BEGINNING;
thence along the easterly boundary of said Lease Agreement No. 6905, S. 30' 38'06" E.
491.74 feet,to a set 5/8" rebar with plastic cap stamped"D. COON LS10328", herein after
referred to as"capped rebar";
thence leaving said easterly boundary, S.70' 10' 54"W. 391.53 feet, to a capped rebar;
thence S. 12' 22'05" E. 646.75 feet, to a capped rebar;
thence S. 73' 11'12"W. 101.20 feet, to a capped rebar;
thence S. 18' 31'08"E. 235,72 feet, to a capped rebar;
thence S. 21° 42'31" E. 511.15 feet,to a capped rebar;
thence 5. 71° 53'21"W.596.22 feet, to a capped rebar on the west line of said Lot 1, also
being the easterly right-of-way line of Horseshoe Bend Road (old State Highway 55);
thence along said west line(easterly right-of-way tine),northerly 106.50 feet, along the arc
of a 1945.94 foot radius, non-tangent curve, concave westerly, through a central angle of
3° 08'09", and whose chord bears N. 16' 32'35"W. 106.49 feet, to a capped rebar;
thence along the west line of said Lot 1 (easterly right-of-way line), tangent to said curve,
N. 18°06' 39" W. 2111.40 feet, to a found 5/8" rebar;
thence along the west Line of said Lot 1, N. 15' 58'15" E. 528.75 feet, to a found 1/2"rebar;
thence along the west line of said Lot 1, N. 81' 59'26"W. 329.97 feet, to a found 5/8"rebar
on the aforesaid easterly right-of-way line;
thence along the west line of said Lot 1 (easterly right-of-way line) .�' LA s
N. 18° 06' 31"W. 102.96 feet, to a capped rebar lying 30 feet ■ sTe T-p G;
southerly of the center line of Goose Creek lane;
j 44i ! ,�
(Description continues on pose 2) or 1 S
4 O•
EA2014 PROA14.002A•PL•HE\ADMINI DESCRIPTIONS IADJUSTMENT•AMENDED.odt
PAGE 1 OF 2
EXHIBIT
ATLAS LAND SURVEYING
' A 206 NW 9t'STREET FRUITLAND,ID 83619 www.atlas-survev.com
\ ? PHONE:208-739-3802 OFFICE/FAX:208-452-6462 attas(patlas-survey.com
BOUNDARY DESCRIPTION
ADJUSTMENT PARCEL - EAGLE SPORTS PARK
(Description continued from page 1)
thence the following five (5)courses, all lying 30 feet south of the as-built center line of
Goose Creek Road;
1) leaving said west line (easterly right-of-way line), easterly 104.41 feet, along the arc of a
340.00 foot radius, non-tangent curve,concave southerly, through a central angle of
17° 35'43", and whose tong chord bears N. 87' 01'03"E. 104.00 feet, to a capped rebar;
2) tangent to said curve, S. 84° 11'05"E. 74.07 feet, to a capped rebar;
,3) easterly 365.27 feet, along the arc of a 530.00 foot radius curve, concave northerly,
through a central angle of 39" 29'15", and whose long chord bears N, 76' 04' 17"E. 358.08
feet, to a capped rebar;
4) N. 56" 19'39"E. 26.03 feet, to a capped rebar;
5) northeasterly 67.75 feet, along the arc of a 255.00 foot radius curve, concave
southeasterly, through a central angle of 15' 13'25", and whose long chord bears
N.631 56'21" E. 67.55 feet,to a capped rebar;
thence S. 51' 18'32"E.417.66 feet, to a capped rebar;
thence S. 34' 57'37" E. 238.56 feet, to a capped rebar;
thence S. 32' 08'43" E. 392.15 feet, to the POINT OF BEGINNING.
Containing 48.83 acres, more or less.
This description is based on the property line adjustment survey for the Eagle sports park as
shown on record of survey#9645 (Instrument No. 114012934),which amends record of
survey#9632 (Instrument No. 114007793), records of Ada County.
END OF THIS DESCRIPTION THAT CONTAINS 2 PAGES.
01�1719r ; ,�Z
0. 1
A. J.G••'
E;1Z014 PR0Jt14-002A-PL-HE'ADMINI DESCRIPTIONS\ADJUSTMENT-AMENDED.odt
PAGE 2 OF 2
EXHIBIT
A
EXHIBIT B
EXCEPTIONS
1. Rights or claims of parties in possession not shown by the public records,
2. Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed
by an accurate and complete land survey of the Land,and that is not shown by the Public Records,
3. Easements,or claims of easements,not shown by the public records.
4. Any lien,or right to a lien,for services,labor,or materials heretofore or hereafter furnished,imposed by law and not shown by
the public records.
5. (a)Unpatented mining claims;(b)reservations or exceptions in patents or in Acts authorizing the issuance thereof;(c)water
rights,claims to title to water,whether or not the matters excepted under(a),(b),or(c)are shown by the public records.
6. Taxes or special assessments which are not shown as existing liens by the records of any taxing authority that levies taxes or
assessments on real property or by the public records.Proceedings by a public agency which may result in taxes or assessments,
or notices to such proceedings whether or not shown by the records of such agency,or by the public records.
7. Taxes,including any assessments collected therewith,for the year 2014 which are a lien not yet due and payable.
8. Taxes for the year 2013 are paid in full.
Parcel Number:R3610110171
Original Amount:Exempt
Taxes for the year 2013 are paid in full.
Parcel Number:R3610110125
Original Amount:Exempt
Taxes for the year 2013 are paid in full.
Parcel Number:R3610110100
Original Amount:Exempt
Taxes for the year 2013 are paid in full.
Parcel Number:S0502244200
Original Amount:Exempt
9. The land described herein is located within the boundaries of the City of Eagle(208.939-6813)and is subject to any assessments
levied thereby.
10. The land described herein Is located within the boundaries of Farmers Union Irrigation District(208.345.2510)and 1s subject to
any assessments levied thereby.
11. The land described herein is located within the boundaries of Eagle Sewer District(208.939-0132)and is subject to any
assessments levied thereby.
12. The land described herein is located within the boundaries of Eagle Water District(208-939-0242)and is subject to any
assessments levied thereby.
13. Right-of-way for N.Horseshoe Bend Road.
14. Reservations and exceptions in a United States Patent,and in the act authorizing the issuance thereof,recorded January 18,1912
In Book 4 of Patents,at Page 391 and recorded June 19,1915 in Book 5 of Patents,at Page 223,records of Ada County,Idaho.
BARGAIN AND SALE DEED—EXHIBIT B
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15.Reservations and exceptions in a United States Patent,and in the act authorizing the issuance thereof,recorded as Instrument
No.56050 on September 11,1914 In Book 5 of Patents,at Page 139,records of Ada County,Idaho.
16.Reservations and exceptions in a United States Patent,and in the act authorizing the issuance thereof,recorded as Instrument
No.64057 on May 1,1916 in Book 5 of Patents,at Page 338,records of Ada County,Idaho.
17.Intentionally Deleted.
18.Right of way for ditches,tunnels,telephone,and distribution lines constructed by authority of the United States,as granted to
the United States under the provisions of Section 58-604 Idaho Code.
19.Right of the State of Idaho to negative easement in a Right of Way Deed to the State of Idaho recorded October 26,1931,as
Instrument No.146612 in Book 197 of Deeds at Page 418,records of Ada County,Idaho,as follows:
"Grantors agree that no building or structures except irrigation or drainage structures will be permitted to be constructed within 20 feet of
the real property above described."
20.Right of the State of Idaho to negative easement In a Right of Way Deed to the State of Idaho recorded January 9,1935,as
Instrument No.160919 in Book 208 of Deeds at Page 614,records of Ada County,Idaho,as follows:
"Grantors agree that no building or structures except irrigation or drainage structures will be permitted to be constructed within 20 feet of
the real property above described."
21.An easement for the purpose shown below and rights incidental thereto as set forth in a
document.Granted to:American Telephone and Telegraph Company of Wyoming
Purpose:Public Utilities Recorded:
September 2,1941
Instrument No.:207085
Book 17 of Miscellaneous Records,at Page 435,records of Ada County,Idaho.
NOTE:The exact location and extent of said easement is not disclosed of record.
22.An easement for the purpose shown below and rights incidental thereto as set forth in a
document.Granted to:Idaho Power Company
Purpose:Public Utilities
Recorded:May 7,1948
Instrument No.:275151
Book 20 of Miscellaneous Records at Page 632,records of Ada County,Idaho.
NOTE:The exact location and extent of said easement is not disclosed of record.
23.An easement for the purpose shown below and rights incidental thereto as set forth in a
document.Granted to:American Telephone and Telegraph Company of Wyoming
Purpose:Public Utilities
Recorded:October 27,1941
Instrument No.:208326
Book 17 of Miscellaneous Records at Page 536,records of Ada County,Idaho.
NOTE:The exact location and extent of said easement is not disclosed of record
BARGAIN AND SALE DEED—EXHIBIT B
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24.An easement for the purpose shown below and rights Incidental thereto as set forth In a document.
Granted to:American Telephone and Telegraph Company of Wyoming
Purpose:Public Utilities
Recorded:October 27,1941
Instrument No.:208321
Book 17 of Miscellaneous Records at Page 531,records of Ada County,Idaho.
NOTE:The exact location and extent of said easement is not disclosed of record.
25.Intentionally Deleted.
26.An easement for the purpose shown below and rights incidental thereto as set forth in an Easement.
Granted to:Eagle Aircraft Company,an Idaho corporation
Purpose:construct,operate and maintain private or public utilities including sewer lines for the transmission of
sanitary sewage Including the necessary trenches,pipes,manholes,connections and an easement to enter upon land
and grade,level,fill,drain,pave,build,maintain,repair,and rebuild a road or highway together with such bridges,
culverts,ramps,and cuts as may be necessary
Recorded:April 3,1977
Instrument No.:7917727
The beneficial interest under said Easement was assigned of record to Eagle Aircraft Company,an Idaho corporation and
The Terteling Company,Inc.,an Idaho corporation,by an Assignment of Easement recorded April 3,1979,as Instrument
No.7917728.
27.An easement for the purpose shown below and rights incidental thereto as set forth in an Easement.
Granted to:Terteling Land Company and Highland Land and Livestock Company
Purpose:access to lands of Highland and Terteling
Recorded:April 21,1999
Instrument No.:99039042
NOTE:The exact location and extent of said easement is not disclosed of record.
28.Terms,provisions,covenants,conditions,and,restrictions contained in a Right of Way Easement Agreement by and
between County of Ada,a political subdivision of the State of Idaho and Idaho Power Company,a corporation.
Recorded:October 5,1999
Instrument No.:99098660
29.Terms,provisions,covenants,conditions,and,restrictions contained in a Right of Way Easement Agreement by and
between County of Ada,a political subdivision of the State of Idaho and Idaho Power Company,a corporation.
Recorded:October 12,1999
Instrument No.:99100597
30.Intentionally Deleted.
31.Terms,provisions,covenants,conditions,and,restrictions contained in an Ordinance No.531 by City
of Eagle,Idaho.
Recorded:November 3,2005
Instrument No.:105166643
32.Terms,provisions,covenants,conditions,and,restrictions contained in a Roadway Access Easement Agreement by
and between City of Eagle,an Idaho municipal corporation and Ada County,a duly organized and existing county under
the laws and constitution of the State of Idaho.
Recorded:March 28,2006
Instrument No.:106047246
BARGAIN AND SALE DEED—EXHIBIT B
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33.Terms,provisions,covenants,conditions,and,restrictions contained in an Underground Water and
Telecommunications Lines Easement Agreement by and between City of Eagle,an Idaho municipal corporation and Ada
County,a duly organized and existing county under the laws and constitution of the State of Idaho.
Recorded:March 28,2006
Instrument No.:106047247
34.Terms,provisions,covenants,conditions,and,restrictions contained in an Ordinance No.572 by City of Eagle,
Idaho,a municipal corporation of the State of Idaho.
Recorded:July 12,2007
Instrument No.:107098686
35.An easement for the purpose shown below and rights incidental thereto as set forth in a Public Right-
of-Way Easement.Granted to:Ada County Highway District,a body politic and corporate of the State of
Idaho
Purpose:sidewalks
Recorded:April 18,2008
Instrument No.:108045477
36.An easement for the purpose shown below and rights incidental thereto as set forth in a document.
Granted to:Idaho Power Company
Purpose:Public Utilities
Recorded:July 1,2008
Instrument:No.:108076016
37.Terms,provisions,covenants,conditions,and,restrictions contained in an Order of Annexation by and between
Ada County,Idaho and Eagle Sewer District.
Recorded:May 15,2008
Instrument No.:108056637
38.An easement for the purpose shown below and rights incidental thereto as set
forth In a document.Granted to:Idaho Power Company
Purpose:Public Utilities
Recorded:July 24,2008
Instrument No.:108084161
39,Terms,provisions,covenants,conditions,and,restrictions contained In an Easement Agreement by and between
Ada County and Eagle Sewer District.
Recorded:October 15,2008
Instrument No.:108114272
40.All matters,and any rights,easements,interests or claims as disclosed by Record of Survey No.9113 recorded
December21,2011 as Instrument No.111103934.
41.Easements,reservations,restrictions,and dedications as shown on the official plat of Hidden Hollow Subdivision.
42.Rights of tenants in possession,as tenants only,under prior unrecorded leases.
43.All matters,and any rights,easements,interests or claims as disclosed by Record of Survey No.9632 recorded
January 30,2014 as Instrument No.114007793.
44.All matters,and any rights,easements,interests or claims as disclosed by Record of Survey No.9645 recorded
February 20,2014 as Instrument No.114012934.
BARGAIN AND SALE DEED—EXHIBIT B
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EXHIBIT C
NON-EXCLUSIVE LICENSE AGREEMENT FOR ACCESS
AGREEMENT FOR PURCHASE AND SALE OF PROPERTY-EXHIBIT C
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NON-EXCLUSIVE LICENSE AGREEMENT FOR ACCESS
THIS NON-EXCLUSIVE LICENSE AGREEMENT ("Agreement") is made this
day of 2014, by and between the City of Eagle, an Idaho Municipal
Corporation(the"Licensor") and Ada County,a duly formed and existing county pursuant to the
laws and Constitution of the State of Idaho (the"Licensee").
WHEREAS, Licensor is the owner of certain real property located in Ada County, Idaho,
more particularly described as per the parcel map attached hereto in Exhibit A ("Licensor's
Property"); and
WHEREAS, Licensee is the owner of a tract of real property located in Ada County,
Idaho ("Licensee's Property"), which is located immediately adjacent to the east of Licensor's
Property, such that Licensor's Property and Licensee's Property share a common boundary line;
and
WHEREAS, Licensee desires to obtain, and Licensor desires to grant, a non-exclusive
license authorizing Licensee to make use of particular areas of the Licensor's Property for access
purposes (hereinafter collectively referred to as the "Access Road"), as is shown on Exhibit A,
and described more particularly as comprising the northern entrance to Licensor's Property
located off of Horseshoe Bend Road, which leads through existing parking lots, through which
access can be made to an existing gated road which traverses across Licensor's Property to a
water tank located adjacent to Licensee's Property, for ordinary access purposes, so that
Licensee has ingress to and egress from the Licensee's Property.
NOW,THEREFORE, the parties hereby agree to the foregoing and as follows:
1. License. Licensor hereby grants to Licensee, including the employees, agents, and
contractors of Licensee, a non-exclusive license allowing for ordinary and vehicular access on,
over, and across the Access Road. In the event any points located upon the Access Road are
controlled to restrict access (e.g. a gate),Licensor shall provide Licensee with appropriate means
of gaining access through those control points(e.g. keys,gate codes, etc.).
2. Term. This Agreement and the License granted to the Licensee hereunder shall
commence as of the date of execution of this Agreement and run thereafter on annual one (1)
year terms, which shall automatically renew annually, unless terminated as provided for in this
Agreement; provided that in no case shall the total term of this Agreement (initial term plus any
renewals)exceed beyond ninety-nine(99)years in duration.
3. Changes to the Access Road. Licensor reserves the right and ability to make changes,
improvements, and/or relocate all or any portion of the Access Road, so long as the purpose and
function of the changed or relocated area remains the same(i.e. provides access to the Licensor's
water tank), and in such event this Agreement shall remain in effect and Licensee shall have the
same access rights granted by this Agreement in the changed or relocated area.
NON-EXCLUSIVE LICENSE AGREEMENT FOR ACCESS—PAGE 1
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4. Warranty. Licensee acknowledges that Licensor has not made and does not make any
representation or warranty as to any matter affecting or relating to the Licensor's Property,
including but not limited to the physical condition or suitability thereof for the purposes of this
Agreement.
5. No Interest in Land. Licensee understands, acknowledges, and agrees that this
Agreement does not create any interest, legal or equitable, in the Licensor's Property, and this
Agreement shall become null and void and without legal effect if it is recorded in any registry of
deeds, any land registration office for any registration district or in any municipal clerk's office.
This license is not coupled with an interest and confers no property interests to the Licensee
whatsoever.
6. Termination. This Agreement and the License herein granted to Licensee is
terminable as follows:
A. Termination for Cause. If either Party materially breaches any terms or
provisions of this Agreement, the other Party shall provide written notice of the violation
and provide fifteen (15) days within which to effectuate a cure. In the event the
breaching Party does not cure the violation within the fifteen (15) day cure period, the
other Party may declare this Agreement terminated immediately; provided, in situations
in which a cure cannot be practically completed within the fifteen (15) day cure period,
this Agreement shall remain effective so long as the breaching Party commences efforts
to remedy the breach within the cure period and then proceeds with due diligence,
without undue delay, until such time as the violation is cured; provided further that in no
event shall the cure period exceed six (6)months.
B. Agreed Termination. This Agreement may be terminated at any time upon the
mutual consent of the Parties hereto, evidenced in a writing duly executed.
C. Termination for Convenience. Either Party may terminate this Agreement,
with or without cause, upon providing six (6) months advance notice of the termination
date to the other Party.
D. Conveyance of Property. In the event all or a part of Licensor's Property
which contain the Access Road is sold or title conveyed to a third party, then this
Agreement shall automatically terminate upon the effective date of such sale/conveyance
of title. Similarly, should that portion of Licensee's Property which lies immediately
adjacent and contiguous to, and is accessed by the Access Road,be sold or title conveyed
to a third party,then this Agreement shall automatically terminate upon the effective date
of such sale/conveyance of title.
7. Assignment. This License is personal to the Licensee. The Licensee shall not assign
or otherwise transfer this License or any rights, privileges, or obligations hereunder to any other
person, entity, or the public in general without first obtaining authorization in writing from
Licensor to do so. In the event of unauthorized transfer, this Agreement immediately becomes
NON-EXCLUSIVE LICENSE AGREEMENT FOR ACCESS—PAGE 2
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null and void. Nor shall this Agreement be transferable or binding to any successors in title to
Licensor's Property.
8. Relationship of the Parties. It is understood and agreed that Licensee and Licensor
shall in no event be construed or held to be partners,associates, affiliates,joint venturers or other
related entities, and that the relationship between the Parties is, and at all times shall remain,that
of Licensor and Licensee.
9. No Interference. Licensee shall not interfere with the normal operation and activities
of Licensor and Licensee shall conduct its activities on Licensor's Property to minimize damage
to Licensor's Property and inconvenience to Licensor,its agents, employees,and invitees.
10. Repair and Restoration. If Licensee, its employees, agents, or contractors cause any
damage to the Licensor's Property in connection with the exercise of this Agreement, Licensee,
at its own cost, shall repair and restore Licensor's Property to its original condition. In the event
this Agreement is terminated prior to completion of repair and restoration, Licensee is still
obligated to complete repair and restoration.
11. Vandalism. Licensee shall ensure that any locked gates or secured control points be
re-locked and re-secured upon Licensee passing through the same, unless such control points
were already open at the time of Licensee's access. In the event Licensee fails to re-secure such
control points,Licensee will be obligated to repair any vandalism which is occasioned as a direct
result of Licensee's failure to lock and secure the same; provided, that Licensee's obligation to
repair under this paragraph 11 shall be subject to and limited as per the provisions of paragraph
13, "Indemnification,"below.
12, Future Use. In no manner do the terms of this Agreement restrict Licensor from
exercising its full legal rights as owner of Licensor's Property in fee simple. This includes,but is
not limited, to the right to change the purpose for which the property is used, charge an access or
concession fee for use of the park,event attendance or parking lots,or sell the property.
13. Indemnification. Each Party shall defend,indemnify, and hold the other harmless for
injuries to persons or property resulting from the wrongful acts of the Party, or its officers,
agents, and employees, in exercising or arising out of the rights and duties described in this
Agreement. Such indemnification and defense shall be limited to only those claims, and only to
the extent that, the Party itself could be liable under state and federal statutes, regulations,
common law, and other law, and is further limited by all defenses,burdens of proof, immunities,
and limitations on damages to which the Party would be entitled if the claims were asserted
against the Party directly.
14. Operation. The Licensee shall confine its activities upon the Access Road strictly to
those necessary for the enjoyment of the privilege hereby licensed, and shall refrain from (i)
marring or impairing the appearance of the Access Road, (ii) obstructing access to any area or
space within the Access Road, (iii) interfering with the transaction'of Licensor's business in, or
the convenience of the public in accessing and using, the Licensor's Property, or (iv)
jeopardizing the safety or security of persons or property on or in the Licensor's Property.
NON-EXCLUSIVE LICENSE AGREEMENT FOR ACCESS—PAGE 3
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15. Law and Venue. This Agreement shall be deemed to be made in, and shall be
governed by and construed in accordance with the laws of, the State of Idaho. Venue for any
action arising from this Agreement shall be in Ada County,Idaho.
16. Compliance with Laws. In the exercise of any privilege granted by this Agreement,
and in the performance of any duties required by this Agreement, the parties shall comply with
all applicable federal, state,and local laws, and the rules, orders, regulations and requirements of
governmental departments and bureaus.
17. Authority. Each individual executing this Agreement on behalf of a Party hereby
represents and warrants that he or she has full and complete authority to bind the entity on whose
behalf the signing party is purporting to act.
18. Headings. The captions to the several parts of this Agreement are for convenience
only and are not to be considered in construing this Agreement.
19. Extent of Agreement. This Agreement is entered into between the Parties
contemporaneously with the closing on an "Agreement for Purchase and Sale of Property
Between the City of Eagle and Ada County," under which the Licensee has agreed to sell the
Licensor the premises subject to this License Agreement. With the exception of that Agreement
for Purchase and Sale of Property, this License Agreement otherwise constitutes the entire
understanding between Licensor and Licensee, and any prior agreements and representations,
whether written or verbal, are hereby superseded.
20. Attorney's Fees. If any action is brought in any court of law by either party to this
Agreement concerning the enforcement, interpretation, or construction of this Agreement, the
prevailing party, either at trial or upon appeal, shall be entitled to reasonable attorney's fees as
well as costs, including expert witness's fees, incurred in the prosecution of defense of such
action.
21. Notice. Any notice required under this Agreement shall be in writing and be
delivered either in person, including by public or private courier, or by certified mail with return
receipt requested. Such notices shall be deemed delivered immediately if served in person, or
after forty-eight (48) hours if served by mail. All notices shall be addressed to the Parties at the
following addresses or at such other addresses as the Parties may from time to time direct in
writing:
Licensor: City of Eagle
Eagle City Clerk
P.O. Box 1520
660 East Civic Lane
Eagle, Idaho 83616
NON-EXCLUSIVE LICENSE AGREEMENT FOR ACCESS—PAGE 4
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Licensee: Ada County
Board of Ada County Commissioners
200 West Front Street,3rd Floor
Boise,Idaho 83702
With a copy to: Ada County Prosecuting Attorney
Attn: Civil Division
200 W. Front Street,Room 3191
Boise, ID 83702
22. Severability. In the event any provision or section of this Agreement conflicts with
applicable law, or is otherwise held to be unenforceable, the remaining provisions shall
nevertheless be enforceable and shall be carried into effect.
DATED this day of 2014.
Board of Ada County Commissioners
By:
David L. Case, Chairman
ATTEST:
Christopher D. Rich,Ada County Clerk
City of Eagle
By:
Jim Reynolds,Mayor
ATTEST:
Sharon Bergmann,Eagle City Clerk
NON-EXCLUSIVE LICENSE AGREEMENT FOR ACCESS—PAGE 5
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EXHIBIT A
PARCEL MAP
Attached(1 page)
NON-EXCLUSIVE LICENSE AGREEMENT FOR ACCESS—EXHIBIT A
x:\bocc\cagle sports complex\p&s\purchase sale agreement 4-l-14.doc
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