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Ordinance - 1998 - 324 - Exchange Of Property Between City/Eagle River Llc - 06/23/1998ORDINANCE #324 AN ORDINANCE APPROVING THE EXCHANGE OF PROPERTY BETWEEN THE CITY OF EAGLE AND EAGLE RIVER LLC; WHEREAS, the City of Eagle desires to exchange certain real property owned by the City for certain real property owned by Eagle River LLC pursuant to an Exchange Agreement and Closing Instructions attached hereto as Exhibit "A" and executed by the City of Eagle on June 9, 1998; and WHEREAS, as pursuant to Idaho Code Section 50-1402 the City Council has determined to have the property currently owned by the City to be appraised by the Limited Restricted Appraisal Report dated February 14, 1997, attached hereto as Exhibit "B" and accepts this appraisal as sufficient for the purposes of this exchange; and WHEREAS, pursuant to Idaho Code Section 50-1403, the City held a public hearing on June 23, 1998 to take testimony on the exchange; and NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF EAGLE, ADA COUNTY, IDAHO: Section 1: The City of Eagle herewith intends to exchange the properties as set forth and specifically described in Exhibit "A". Such exchange shall not occur until sixty (60) days have expired from the date of passage of this ordinance. Section 2: This ordinance shall take effect and be enforce from and after its passage, approval, and publication as required by law. In lieu of publication of the Ordinance, a summary thereof in compliance with Section 50-901A Idaho Code, may be published. DATED this c23,,, lay of June, 1998. ATTEST: S aroK. Smith, City Clerk (SEAL) CITY OF EAGLE Ada Co ; , Idaho Rick Y EXCHANGE AGREEMENT AND JOINT CLOSING INSTRUCTIONS This Exchange Agreement and Joint Closing Instructions ("Agreement") is entered into effective the day of ,1998, by and between EAGLE RIVER, LLC, an Arizona limited liability company ("Eagle River") and the CITY OF EAGLE, IDAHO, a municipal corporation (the "City"). Eagle River and the City are together referred to herein as the "Parties." Recitals: A. Eagle River is the owner of a tract of land including approximately 15 acres of real property, which property includes some river front property and other property, all of which is located in Eagle, Idaho, and described on Exhibit A, attached hereto (referred to herein as the "Par( Property"). B. The City is the owner of approximately 10 acres of real property located in Eagle, Idaho, which property is known as the old Merrill farm and described on Exhibit B, attached hereto (referred to herein as the "Merrill Property"). C. Both the Park Property and the Merrill Property are graphically depicted on Exhibit C attached hereto. D. Eagle River desires to exchange the Park Property for the Merrill Property, and the City desires to exchange the Merrill Property for the Park Property. Both parties desire to cooperate with each other to structure such exchange as a simultaneous exchange. E. The City desires to use the Park Property and the Wells Property (defined below) for public park purposes. Agreement: Now, therefore, in consideration of the mutual promises and covenants hereinafter expressed, the Parties agree to sell, exchange and purchase as follows: 1. Exchange. The parties agree to simultaneously exchange the Park Property for the Merrill Property, subject to the terms and conditions of this Agreement. 2. Further Agreements. 2.1 Wells Property. The City also desires to acquire the real property known as the "Wells Property," which property is approximately six (6) acres, located near the Park Property, legally described on Exhibit D, attached hereto, and graphically depicted on Exhibit C, attached hereto. The City agrees to attempt to acquire the Wells Property and make it a part of the Public Park. Eagle River agrees to reimburse the City for the cost of acquiring the Wells Property; provided, Eagle River shall not be required to pay any amount which exceeds the appraised fair market value of the Wells Property. Eagle River agrees to pay for the cost of an appraisal of the Wells Property by an appraiser who is mutually agreed upon by the parties. Eagle River understands and agrees the decision to exercise the power of the eminent domain if negotiations to acquire the Wells Property are unsuccessful rests with the discretion of the City. EXHIBIT A.-1 EXCHANGE AGREEMENT AND JOINT CLOSING INSTRUCTIONS -1 3906\49\AGRE.CLN The City agrees that portion of the Wells Property located within seventy-five feet (75') of Eagle River's Property shall only be used for natural habitat purposes and shall not be used for public trails or for other public access purposes. 2.2 Use of Park Property and Wells Property. The parties hereby agree that the Park Property and the Wells Property shall be developed and used as a public park and the natural habitat and trail areas (collectively, the "Public Park"). The City agrees the Public Paris shall be developed and construction commenced in the year 1998 or within 12 months of when access to the Park Property is available, whichever is later, in accordance with a design plan which has been mutually approved in writing by the City and Eagle River. Once construction is commenced, it shall be diligently pursued to completion. The design plan for the Public Park shall be consistent and compatible with Eagle River's planned use of the Merrill Property and all of its property surrounding the Public Park which makes up the Eagle River development (the "Surrounding Properties"). The design plan shall include a grading plan consistent and compatible with Eagle River's planned uses. The Surrounding Properties are also depicted on Exhibit C. The City acknowledges that Eagle River plans to develop the Merrill Property and Surrounding Properties with residential homes, offices, office -warehouses and commerciaVretail stores, as shown on the site plan filed with the City on April 10, 1998 ("Site Plan"). The City, as the future owner of the Park Parcel, and not in its capacity as a land use regulatory authority, acknowledges that these uses are compatible with the anticipated Public Park uses. The City acknowledges and agrees that Eagle River shall have no duty or responsibility to pay any portion of the costs of developing, improving and/or maintaining the Public Park. 2.3 Traffic Signal; Eagle Altemate Access. Eagle River and the City desire to obtain a traffic signal on Eagle Road in the approximate location as shown on Exhibit C (the "Traffic Signal"). The parties agree to join together as co -applicants to the State of Idaho, Idaho Transportation Department, and any other necessary governmental entities, and to take any other reasonable steps required to obtain the Traffic Signal. The City hereby agrees to take a leading role in the traffic signal application processes. Eagle River desires a right -in, right -out access on the eastbound lane of the Eagle Alternate Route also as shown on the Site Plan ("Eagle Altemate Access"). Eagle River will assume responsibility for the application for the right in -right out access. The City acknowledges that the location of the Parkway (i.e., the main spine road connecting Eagle Road to Edgewood Road) as shown on the Site Plan is acceptable and appropriate to the City. 2.4 Maintenance of Public Park The City acknowledges that the proper maintenance, repair and replacement of the Public Park property is a material consideration to Eagle River entering into this Agreement. The City agrees that it shall maintain, repair and replace the Public Park and the improvements located thereon in a neat, clean and generally good condition. In the event that the City fails, for any reason, including budget constraints, to maintain, repair and replace the Riverfront portion of the Public Park, Eagle River (or its successors) shall have the right but not the obligation to maintain and repair the Riverfront portion of the Public Park. 2.5 Eagle Road Alternate Route Pedestrian Crossing. As a part of the design plan for the Public Park, the City and Eagle River shall work together to establish a well conceived and practical pedestrian route for crossing the Eagle Altemate Route. The crossing EXCHANGE AGREEMENT AND JOINT CLOSING INSTRUCTIONS - 2 3906149WGR6.CLN shall be at the existing Eagle Road-Altemate Route intersection. A pedestrian bridge or tunnel is not anticipated. 2.6 Water Rights. The parties hereby acknowledge that United Water has agreed to have its attorneys evaluate the water rights associated with the Park Property, the Merrill Property and the Surrounding Properties. It is anticipated that in connection with this exchange, the City will retain the water rights attributable to the Merrill Property to the extent needed to irrigate the Public Park, and that Eagle River will retain, the balance of the water rights associated with the Merrill Property and the Park Property. 2.7 City Staff Review. This Agreement is contingent upon Eagle River's written acceptance of Staff's Report on Eagle River's proposed uses for the Merrill Property and Surrounding Properties. Notwithstanding, Eagle River's acceptance above, Eagle River does not waive its right to present comments or objections to provisions of the Staff Report at such time as the associated land use applications are heard before the City of Eagle. 2.8 Environmental Inspection. Eagle River shall provide to the City for the Park Property and the City shad provide to Eagle River for the Merrill Property a "Level One° Environmental Inspection (herein so called). Eagle River understands that the Environmental Inspection currently exists for the Merrill Property. The City acknowledges that Eagle River must obtain an Environmental Inspection for the Park Property. Eagle River will obtain the Environmental Report for the Park Property as soon as reasonably possible and in any event at least fifteen (15) days before closing. The purpose of the Environmental Inspections is to review the properties for compliance with applicable federal, state and local environmental laws and regulations to ensure that the properties do not contain any environmental hazards, including, but not limited to, chemicals, materials or substance exposure which are prohibited, limited or regulated by any govemmental authority having jurisdiction over the properties. In the event the results of the Environmental Inspections disclose any deficiency in the compliance of the properties with any applicable environmental law or regulation or disclose the presence of any environmental hazard, Eagle as to differences with the Merrill Property and the City as to differences with the Park Property may deliver to the other party a notice of such deficiencies (the °Deficiency Notice"). The party whose property is deficient may elect to either correct all noted deficiencies and bring their property into compliance with applicable environmental laws or regulations, or terminate this Agreement by delivery of written notice to the other party within ten (10) business days of the giving of the Deficiency Notice. ff the party whose parcel is deficient elects not to correct the problem and to terminate this Agreement, then the other party may elect to accept the deficiency on the property it will be receiving and proceed with this Agreement. 3. • Closing Agent; Closing Date. This exchange shall be dosed in the office of Altianc- le� d Escrow Corp., 1412 West Idaho Street, Boise, Idaho ("Closing Agent") on or before ='`— 1998 (the °Closing Date"). As used herein, °closing° or °Closing Date° means the date on which all appropriate documents are recorded. 4. Prorations; Closing Costs; Possession. Rents, taxes and assessments, on both the Park Property and the Merrill Property, for the year in which the transaction closes, shall be prorated as of the date of closing. At closing, costs shall be divided as follows: (i) Eagle River shall pay the premium for the owner's standard title insurance policy on the Park Property, one- half of the Closing Agent's escrow fee and the cost of recording the warranty deed conveying the Merrill Property to Eagle River, and (ii) the City shall pay the premium for the owner's standard title insurance policy on the Merrill Property, one-half of the Closing Agent's escrow fee and the cost of recording the warranty deed conveying the Park Property to the City. Upon closing, Eagle EXCHANGE AGREEMENT AND JOINT CLOSING INSTRUCTIONS - 3 39061491AGRECLN River shall be entitled to possession of the Merrill Property and the City shall be entitled to possession of the Park Property. 5. Conveyance of Title. On closing, Eagle River shall execute and deliver to the City a warranty deed conveying good and marketable title to the Park Property free and clear of any defects or encumbrances except for the lien of real estate taxes for the year 1998, not yet due and payable, those restrictions and easements of record, as of the date of the Title Commitment, and those other encumbrances or defects approved by the City (the "Park Property Permitted Exceptions"). On closing, the City shall execute and deliver to Eagle River a warranty deed conveying good and marketable title to the Merrill Property free and clear of any defects or encumbrances except for the lien of real estate taxes for the year 1998, not yet due and payable, those restrictions and easements of record, as of the date of the Title Commitment, and those other encumbrances or defects approved by the City (the 'Merrill Property Permitted Exception?). 6. Title Insurance. a. Within fifteen (15) days from the date hereof, Eagle River shall cause the Closing Agent to deliver to Eagle River and to the City, as applicable, preliminary commitments for owners standard coverage policies of title insurance, committing to insure the City's title to the Park Property and Eagle River's title to the Merrill Property, in the amount of $200,000.00 (the "Title Commitments"), together with legible copies of all recorded instruments described as exceptions to title in the Title Commitments. b. Each party shall have twenty (20) days after receipt of the Title Commitments and legible copies of all recorded documents described as exceptions to the Title Commitments (the "Review Period") within which to approve or disapprove the reported status of title as shown in the Title Commitments. Any exceptions or other items that are set forth in the Title Commitments to which Eagle River or the City do not object within the Review Period shall be deemed to be permitted exceptions (referred to as the 'Park Property or Merrill Property Permitted Exceptions,' as applicable). c. With regard to items to which the City or Eagle River objects within the Review Period, the other party shall on or before closing, remove such objections or notify the other party of its refusal to cure such objections. If the City or Eagle River is unable or unwilling to cure such objections by Closing, the other party may, at such party's option, either (i) waive the objections not cured or (ii) terminate this Agreement. In the event either party elects to terminate this Agreement pursuant to this Section 6(c), all rights and obligations of the City and Eagle River under this Agreement shall terminate and be of no further force or effect. Notwithstanding the foregoing, each party shall remove any defect or encumbrance attaching by, through or under such party after the date of the Title Commitments. d. Each party will assist the other party in obtaining a policy of title insurance pursuant to the Title Commitments, dated as of the closing date, insuring each party in the amounts shown on the Title Commitments against Toss or damage by reason of defect in title to the Park or Merrill Property, as applicable, subject only to the printed exclusions and general exceptions appearing in the policy form, any Permitted Exceptions, and real property taxes that are not delinquent. 7. Risk of Loss. Risk of loss or damage shall pass to the other party at closing. EXCHANGE AGREEMENT AND JOINT CLOS:NG INSTRUCTIONS - 4 3906149WGR6.CLN 8. Representations. Eagle River and the City each represent that it has accepted and executed this Agreement on the basis of its own examination and personal knowledge of the Merrill Property and Park Property, respectively; that Eagle River and the City have made no agreement or promise to alter, repair, or improve the Park Property or the Memil Property except as expressly set forth herein; and that, except as expressly set forth herein, the City takes the Park Property in the condition, known or unknown, existing at the time of this Agreement, 'AS IS'; and that, except as expressly set forth herein, Eagle River takes the Merrill Property in the condition, known or unknown, existing at the time of this Agreement, 'AS IS.' 9. Access; Indemnity. Eagle River shall have the right to enter and inspect the Merrill Property, with reasonable notice to the City, prior to closing at such reasonable times so as not to interfere with the City's use of the Merrill Property. Eagle River will indemnify and hold the City harmless from any damage, loss or expense the City may suffer or incur as a result of any activities of Eagle River on the Merrill Property prior to closing. The City shall have the right to enter and inspect the Park Property, with reasonable notice to Eagle River, prior to closing at such reasonable times so as not to interfere with Eagle River's use of the Park Property. The City will indemnify and hold Eagle River harmless from any damage, loss or expense Eagle River may suffer or incur as a result of any activities of the City on the Park Property prior to closing. 10. Assignment. This Agreement may not be assigned by either party except upon prior written consent of the other party. 11. Default. Time is of the essence of this Agreement. If either party defaults hereunder, the other party may seek specific performance of this Agreement, damages or rescission and any other remedies available at law or equity. In any suit, action or appeal therefrom, to enforce this Agreement or any term or provision hereof, or to interpret this Agreement, the prevailing party shall be entitled to recover its costs incurred therein, including reasonable attomeys' fees. 12. Notices. All notices provided or required to be given under this Agreement shall be deemed to have been duly given, served, and delivered if hand delivered, sent by overnight courier (such as Federal Express, Airborne Express, etc.), or mailed by United States registered or certified mail, retum receipt requested, addressed to the party entitled to receive the same at the address specified in this Agreement; provided, however, that any party may change its mailing address by giving to the other parties written notice of its new mailing address in the manner provided in this Section. Notice shall be deemed to have been given, served, and delivered on the date said notice was hand delivered, or on the date said notice was sent via courier or mailed in the manner herein provided. 13. Survival. The terms, covenants and conditions of this Agreement shall survive the closing and the exchange of the properties by the parties. 14. Further Assurances. The Parties shall execute and deliver, as reasonably requested, any further documents or instruments, and shall perform any further acts that may be reasonably required to fully effect the transactions intended under this Agreement. 15. General. This is the entire agreement of Eagle River and the City with respect to the matters covered hereby and supersedes all prior agreements between them, written or oral. This Agreement may be modified only in writing, signed by both parties. Any waivers hereunder EXCHANGE AGREEMENT AND JOINT CLOSING INSTRUCTIONS - 5 3906449'AGR6.CLN must be in writing. No waiver of any right or remedy in the event of default hereunder shall constitute a waiver of such right or remedy in the event of any subsequent default. This Agreement shall be govemed by the laws of the state of Idaho. This Agreement is for the benefit only of the parties hereto and shall inure to the benefit of and bind the heirs, personal representatives, successors and assigns of the parties hereto. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. This Agreement shall terminate, replace and supersede any and alt prior agreements conceming the Merrill Property or the Park Property between the parties hereto. The titles and headings to the paragraphs of this Agreement are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of this Agreement. IN WITNESS WHEREOF, the parties hereto have exercised this instrument the day and year first above written. EAGLE RIVER: EAGLE RIVER LLC., an Arizona limited liability company By: Its: THE CITY: CITY OF EAGLE ATTEST: By: a �.. B �1� Y t�� - Rick YzaMayor Sharon Smith, City ClericOr ��G fvr •tos `0�4 *: oF 19 two EXCHANGE AGREEMENT AND JOINT CLOSING INSTRUCTIONS - 6 3906\49'AGR6.CLN EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D Legal Description of Park Property Legal Description of Merrill Property Depiction of Park, Merrill, Wells and Surrounding Properties and location of the Eagle Road Traffic Signal and the Eagle Altemate Right In -Right Out Access Legal Description of Wells Property EXCHANGE AGREEMENT AND JOINT CLOSING INSTRUCTIONS - 7 3906149WGR6.CLJ EXHIBIT A Legal Description of Park Property EXCHANGE AGREEMENT AND JOINT CLOSING INSTRUCTIONS - 8 3906\49W GR6. CLN PROJECT: 94040 DATE: April 6, 1998 PAGE: 1 of 5 �:ttnLL A EAGLE RIVER BOUNDARY DESCRIPTION FOR PS (PARS PRUrici. 1) ZONE (IN GOVT. LOT 4) A parcel of land being a portion of Government Lot 4 in Section 16, T.4N., R.1E., B.M., City of Eagle, Ada County, Idaho, being described as follows_ COMMENCING at a brass cap monument in Eagle Road (State Highway No. 55) marling the northwesterly comer of said Section 16 as shown on Record -Of -Survey No. 3021 recorded in Ada County as Instrument No. 9498747, said comer being located N.00°55'47"E., 2640.78 feet from an aluminum cap monument marking the west corner of said Section 16; thence, A) S.00°55'47'W., 1944.09 feet along the westerly boundary line of said Section 16 to a point; thence leaving the westerly boundary line of said section 16, B) S.89°04'13°E., 110.00 feet to a point on the easterly right-of-way of line of Eagle Road said point also lying on the mean high water lime of the Boise River, thence leaving the easterly right-of-way line of said Eagle Road and mmming along the said Mean High Water line, C) S.68°01'10'1E., 437.15 feet; them, D) S.37°69'37"E., 103.26 feet to the POINT OF BEG1NNINNG; thence leaving the said Mean High Water line of the said Boise River, 1.) S.74°24'02'E., 137.39 feet; thence, 2.) S.79°14'26'E., 322.98 feet; thence, 3.) N.89°40'055E., 85.51 feet; thence, 4.) N.86°26'58"E, 77.66 feet; thence, 5.) N. S 1 °26'48"E., 133.31 few:; thence, to a point on the easterly boundary line of the SW 14 of the NWA of said section 16; thence along the easterly boundary line of the SW1A of the NW114 of said section 16, PAGE: 2 of 5 6.) S.00°5 1'29'W., 330.27 feet to a point on the Mean High Water line of the Boise River; thence leaving the the easterly bounty line of the �"� of the NW !� of said section 16 and running along said Mean 1iGgn Water line, 7.) N.81 °53'01'W, 144.30 feet; thence, 8.) N.75°50'41'W, 86.52 feet; thence, 9.) N.60°55'56'W., 63.45 feet; thence, 10.) N.79°16'40'W., 146.88 feet; thence, 11.) N.63°58'50'W., 137.78 fezthence, 12.) N.37°59'37'W., 307.35 feet POENT OF BEGD G, SAID PARCEL containing 3.67 Aces, more or less. ana SUBJECT TO all Covenants, Rights, Pj°�-Of Way d eats of Record. k194040twpfilattonatiez ulii,.N r 'ate PROJECT: 94040 DATE: April 6, 1998 PAGE: 3of5 t tinii. A EAGLE RIVER BOUNDARY DESCRIP'T'ION FOR PS (PARS PROPERTY) ZONE (r( GOVT. LOT 3) A parcel of land being a portion of the NW'. and a portion of Government Lot 3 all in Section 16, T.4N., R.1E., B.M., City of Erre, Ada County, Idaho, being descried as follows: COMMENCING at a brass cap monument m Eagle Road (State Highway No. 55) marking the northwesterly corner of said Section 16 as shown on Record -Of -Survey No. 3021 recorded in Ada County as Instrument No. 9498747, said corner being located N.00°55'47'E., 2640.78 feet from an aluminum can monument marking the west '4 corner of said Section 16; thence, A) S.89°52'48'E., 2650.65 feet along the northerly boundary line of said Section 16 to the north 1,4 coiner of said section 16; thence leaving the northerly boundary line of said section 16 and running along the east boundary line of the NW1A of said section 16, B) S.00°46'13'W.,1302.77 feet to the POINT OF BEG1NYING; thence continuing along the easterly bolNiary line of the NW% of said section 16, 1.) S.00°46'13'W., 209.12 feet; thence leaving the easterly boundary line of the NW1A of said section 16, 2.) S.89°32'441W., 283.60 feet; thence, 3.) 5.66°24'04'W., 137.93 feet; thence, 4.) S.43 ° T5' 18"W, 103.60 feet; thence, 5.) S.00°59'44'W., 471.87 fee:; thence, 6.) S.84°33'17 'W n6.11 feet; thence, 7.) N.16 °31' 10"W., 750.36 feet: thence, 8.) N.73°28'50"E., 519.05 feet to point of curvature; thence, PAGE: 4 of 5 9.) Northeasterly, along a curve to the left having a radius of 150.00 feet, an arc length of 128.02 feet, a central angle of 43°53'58', a chord bearing of N.49°01'51"E., and a chord distance of 124.17 feet; thence, 10.) N.24°34'52"E, 60.94 feet to a point of curvature; thence, 11.) S.65°25'08"E, 214.97 feet to a point of curvature; thence, 12.) Northeasterly, along a curve to the right having a radius of 600.00 feet, an arc length of 125.51 feet, a central angle of 11°59'07', a chord bearing of 3.71°24'41'E., and a chord distance of 125.28 feet; thence, 13 ' S.00 °46' 13 "W, 39.17 feet to the POINT OF BEG] IL iG, 5 D PARCEL Containing 9.71 Acres, more or less. TECT TO all Covenants, Rights, Rights -Of -Way and Easements of Record. Il„pircr„►eazq 4t4 1I I z rrAX awl/4 7- IIw,/4 Oho.. u1.... K1/4 IIw 1/4 row or OEOINNINO 1/4 senior— COW. .11.1or— COVT. LOT 3 4I V4 EAGLE RIVER EXIII0I7' A EXCHANGE AGREEMENT AND 10IN1' CLOSING INS7ll'UCTION SKE'7CN PS (PARK PROPERTJ) ZONES IN corp L075 3 & 4 0 250 500 1 � I 1000 1500 TOOTIINAN-ORTUII ENGINEERING CO. MUM EIIS sunv[rons • PLA/ III U1S 9777 GUMMI IJOUICVMO 0015(. IMO 93714-2000 r1IONEt 209-323-2200 rA9: 208-323-2399 Nth 411II0Wanluo.o NI: 011/11 m 91010•Io•301 EXHIBIT B Legal Description of Merrill Property EXCHANGE AGREEMENT AND JOINT CLOSING INSTRUCTIONS - 9 oaxteotAO.PA n V PROJECT: 94040 DATE: April 6, 1998 PAGE: 1 of 3 EAGLE RIVER ZYl B EXCHANGE AGREEMENT AND JOINT CLOSING INSTRUCTION BOUNDARY DESCRIPTION FOR MERRILL'S PARCEL A parcel of land situated in NIA of the NE'%4 of Section 16, T.4N., R.1E., B.M., City of Eagle, Ada County, Idaho, being located adjacent to and southerly of the Southerly Right -Of -Way of the Eagle Alternate Route (SH 44-55), more particularly described as follows: COMMENCING at the northwesterly corner of said Section 16; thence S. 89°55'35'E., 2650.65 feet along the north line of said section to the N'4 corner thereof, from which the southeasterly corner of said N'/ of the NE % bears S.00°46' 13'W., 1320.77 feet; thence, A.) S.00°46' 13'W., 845.04 feet along the center section line to a point on the Southerly Right -Of -Way of said Eagle Alternate Route as shown on plans A.P.F. No. STp-F- 3271(033) on file with the Idaho Transportation Department, District III, said point being 80.0 feet right of station 948+55.04 per said plans, and on the westerly property line of Merrill's Egg Farm, Inc. as described in Instrument No. 7738224 Ada County Records, being the POINT OF BEG]NY]NG; thence along the said Southerly Right -Of -Way through the following courses, 1.) along a curve to the right having a radius of 11,379.16 feet, an arc length of 1,523.57 feet, a central angle of 7°40'17', and a chord bearing of S.75°27'391E., and a distance • of 1,522.40 feet to a point located 80.0 feet right of station 963+89.28; thence, 2.) S.71 °3 7'30'E., 97.87 feet to an angle point in said right-of-way, being 80.0 feet right of station 96487.16; thence, 3.) S.00°05'45'E., 55.91 feet to a point of intersection with the southerly property line of said Meal's Egg Farm, Inc. Iocated 133.03 feet right of station 965:04.86; thence leaving said Southerly Right -Of -Way, 4.) N.89°52'548W., 243.71 feet along a line 10.0 feet north of and parallel with the southerly line of the NE'! of NE'h of said section, to the westerly line of said NE'! of NE 'A ; thence, 5.) N.00°36'49"E., 8.00 feet along said westerly line; thence, PROJECT: 94040 DATE: April 6, 1998 PAGE: 2 of 3 6.) N.89°52'54"W., 1,329 southerly line of the thence, .15 feet along a line 13.0 feet north and parallel with the NW ;4 of NE14 of said section, to the said center section line; 7.) N.00 °46' 13 "E., 457.73 BEGNI ING, feet along the said center section line to the POINT OF CONTAINING 430,244 Square feet, or 9.83 Acres, more or less. SUBJECT TO all Covenants, Rights, Rights -of -Way and Easements of Record. Mrs 1 1_ 41 1 1I 1 iftne MY I/4 '---7I nravoI1t( ,lwI/4 I ii�.�•. NEI/4 rim Or IMI/4 OECINNINO 1/• L'AGLI? RIVER L'X IBI7' D ,G'XCIHANGL' AGRl 'LML'N7' AND dOINT CLOSING INSTRUCTION SKE7CIf FUR MERRILL'S PARCEL • 1 1 1 1 1 1 Govt. 1.0f 3 • 0 250 1300 1000 1500 � I TOOTIIMAN—ORTOII ENGINEERING CO. C HolnECns sunvtvons • iWo4cns 9711 mom 00VU9M0 00ISE. WNmo 0!111-1000 P110,1Es 200-32.3-2200 rows 200—.323-2399 1.111: IlIme10►lloamleon Ms 3)/140/11 Hca laa•»•dol EXHIBIT C Depiction of Park, Merrill, Wells and Surrounding Properties and location of the Eagle Road Traffic Signal and the Eagle Alternate Right In -Right Out Access EXCHANGE AGREEMENT AND JOINT CLOSING INSTRUCTIONS - 10 39061491AGR6.CLN 1/. ins tt�--L�''•� t r�� t1 >nevor xv`77'_ SURROUNDING PROPER'T'IES --—S/GAC4L/ZED INTE7?SECI7ON 7150.13• PARK WELLS PROPERTY PROPER'T'Y 1.114, 4. PARK PROPER'L> 343/•0. 0' . .NN,. EAGLC 17IVL17 &17IL817' C LPAVIINGL' AGI?EEMEN7' AND 10INT CLOSING INSTRUCTION 1/4 REEL) W. MERRILL PROPERTY e y 0 200 000 1000 1500 TOOTIIMAN—ORTON ENOINEERINU CU. tt$ou+trns SVnvtrOnS • rwnttns 9777 CIWIOEN OOUIEmMO 80iSC. 8Nt4-7000 PItONEt 208-323-2208 runt 200-.2J-2.399 t•t�u 41104ktorott Dub 70/W1/11 A0 troN•»•7a7 EXHIBIT D Legal Description of Wells Property EXCHANGE AGREEMENT AND JOINT CLOSING INSTRUCTIONS -11 3906 49WGR6.CLN PROJECT: 94040 DATE: February 17, 1998 PAGE: 1 of 2 EAGLE RIVER itxrtItsts D EXCHANGE AGREEMENT AND JOINT CLOSING INSTRUCTION BOUNDARY DESCRIPTION FOR WELLS PARCEL A parcel of land being a portion of Government Lot 4 in Section 16, T.4N., R.1E., B.M., City of Eagle, Ada County, Idaho, being described as follows: COIVL IENCING at a brass cap monument in Eagle Road (State H ghwy No. 55) marking the northwesterly comer of said Section 16 as shown on Record -Of -Surrey No. 3021 recorded in Ada County as Instrument No. 9498747, said corner being located N.00 °55'47"E., 2640.78 for: from an aluminum cap monument marking the west '4 comer of said Sion 16; thence, A) S.00°55'47'W., 1944.09 fees along the westerly boundaryIire of said Section 16 to a point; thence leaving the riu.lj boundary line of said section 16, B) S.89°04'13"E.,110.00 fee: to apoint on the easterly right-of-way of line of FFQle Road said point also lying on the mean high water line of the Boise River; thence leaving the easterly right-of-way line of said Eagle Road and running along the said Mean High Water line, C) S.68°01'10°E., 437.15 feet; thenen, D) S.37°59'37°E., 103.26 fed; theme, E.) S.37°59'37'E., 30735 fe then, F.) S.63 °58'50"E., 137.78 ft; them, G.) S.79°16'40°E., 146.88 feet; then, H.) S.60°55'56"E., 63.45 feet; thence, 1.) S.75'50'41"E, 86.52 feet; thee, I.) 5.81 °53'01 "E. 144.30 fees to the POINT OF BEGINNI IG, thence leaving the said Mean High Water line of the Boise River, PROJECT: 94040 DATE: February 17, 1998 PAGE: 2 of 2 1.)- N.00°51'29'E., 390.10 fee:; thence, 2.) N.85°47'19'1E., 206.63 feet; theme, 3.) N.84°09'38'E., 821.23 feet to a point on the Niers Esth Water line of the Boise Rive: as established by Reword of Sarvey No. 155, dated August 29, 1980; thence, 4.) S.61°46'58'W., 69.71 fee:; theac.', 5.) S.53°02'371V., 82.01 feet, thence, 6.) S.50°581249V., 182.42 fet tike, 7.) S.51°10115'W., 57.67 feet; thence, 8.) S.51 °34'09'W., 189.11 feet; thence, 9.) S.63°57'471'W., 134.37 feet thence, 10.) S.62°31'29'W., 144.75 fort thence, 11.) S.80°44'49'W., 81.08 fe t thence, 12.) S.64°33'01'W., 29.56 f the, 13.) N.88°08'49'W., 150.53 fee ; thence, 14.) N.81°53'01'W., 61.47 feet to the POINT OF BEGThNLNG; thence, SAID PARCEL containing 6.49 Acres, more or less. SUBJECT TO all Covenants, Rights, Rigats-Of way and Easements of Record. ..s _1 I J i "D" attached, and by this reference made a part he:enf. 1 Ott' it 7 IlW t/4 HW 1/4 tofr 1 11141. Coyt. tot 4 ro111r Or 010111141110 1 s EAGLE RIVER EAVIMNGL' AGIWEIV N7' AND IOIN7' CLOSING INSTRUCTION SKETCH .#01? TIM' 11Z'LLS PARCL'L 0 250 500 ■tl 1 1000 1500 It�lt TUOTIIMAH—U1tTUt1 Et10It1F.E111110 CO. ClraINCCns surrv[rorts • rr/uuKn5 P777 COMM DOVILYNIO DOGE. IONTO 0J714-7000 riWrHEO 200-J7J-4200 rnxt 200-323-2309 Hits t\1N14 Itrer100r0 GUIs *PPM I.e. /0610•70•301 i LIMITED RESTRICTED APPRAISAL REPORT ON A 9.87 AC PARCEL OF LAND LOCATED APPROXIMATELY 1 MILE SOUTHEAST OF THE EAGLE CITY CBD EAGLE, ID FOR MERRILL EGG FARMS INC. 1125 E. STATE STREET EAGLE, IDAHO 83616 EFFECTIVE DATE OF "AS IS" VALUATION: DECEMBER 18, 1996 AG INC. FILE # 97-749 v BY JAMES W. THOMASON SENIOR COMMERCIAL APPRAISER CGA #217 ©I997 APPRAISAL GROUP, INC. EXHIBIT Br* r February 14, 1997 Merrill's Egg Farms Inc. 1125 E. State Street Eagle, Idaho 83616 • Attn.: Ms. Nancy Merrill JG APPRAISAL GROUP Appraisers & Consultants at Real Estate Tom McXeviti. MAI Nancy Sommerwerck. MAI Timothy P. Wdhams James Thomason Re: Limited Restricted Appraisal Report on the As Is Market Value Estimate of a 9.87± AC parcel of land located in Section 16, Township 4 North, Range 1 East, Boise Meridian in Ada County, Idaho. Dear Ms. Merrdi : In accordance with your request for an appraisal on the above captioned property, I have conducted market investigations, gathered pertinent data, and performed certain analyses necessary for the appraisal process. From such, I have= formed an opinion of the market value, as defined in the report, for the fee simple estate of the subject property. Pursuant to your specific request, this is a Restricted Appraisal Report which is intended to comply with the reporting requirements set forth under Standards Rule 2-2(c) of the Uniform Standards of Professional Appraisal Practice for a Restricted Appraisal Report. As such, it presents no discussions of the data, reasoning, and analyses that were used in the appraisal process to develop the appraiser's opinion of value. Supporting documentation concerning all collected data, reasoning, and analyses is retained in the appraiser's file. The depth of discussion contained in this report is specific to the needs of the client and Is for the intended use as specified below. The appraiser is not responsible for unauthorized use of this report. Furthermore, In accordance with prior agreement between the client and the appraiser, this report is the result of a limited appraisal process In that certain allowable departures from specific guidelines of the Uniform Standards of Professional Appraisal Practice were invoked. The intended user of this report is warned that the reliability of the value conclusion provided may be impacted to the degree that there is departure from the guidelines of USPAP. 3000 N. Lakeharbor lane Suite 200 Boise. Idaho 83703-6242 Phone: 208-853-2020 FAX 208-853-2028 Toll Free In -State: 800-658-5250 Per prior agreement with the client, the appraiser did not utilize either the Cost or Income Approaches to Value in this appraisal. While these approaches might be appropriate in appraising a property of this type, it is the opinion of the appraiser that the Sales Comparison Approach to Value Is the most applicable valuation method to employ In analyzing properties similar to the subject. The appraisal process therefore invotve4 departure from Standards Rule 1-4(b)1. 11. iv. v. and The client has been informed as to any potential impact that exclusion of these approaches to value might have on the value estimates contained herein. PURPOSE AND FUNCTION OF THE APPRAISAL fie purpose of the appraisal is to estimate the As Is Market Value of the Fee Simple Estate for the subject property, as of December 18, 1996. The function of the appraisal is to assist the client In estimation of the subject property's market value for asset basis analysis, relative to tax considerations. Other uses, not disclosed to the appraiser, might also be under consideration. The function of the report, regardless of any intended use, does not impact the estimation of value, as defined following. DEFIN/T7ON OF MARKET VALUE Market value is defined as the most probable price a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller each acting prudently and knowledgeably, and assuming the price is not affect by undue stimulus. EFFECTIVE DATE OF APPRAISAL The effective date of the appraisal is December 18, 1996, at which time, the subject property was under the ownership of Merrill's Egg Farm Inc. The Initial date of inspection of the subject property was February 12 1997. DEFINITION OF PROPERTY RIGHTS APPRAISED The property rights being appraised are those of the fee simple estate. OWNERSHIP HISTORY OF THE SUBJECT PROPERTY According to the Ada County Assessors Office, the current owner of the subject property is listed as the City of Eagle. Based on my research, as well as discussions with the former owner, it appears that the subject property was donated to the City of Eagle by Merrill's Egg Farm Inc., for the development of a public park. The transfer of ownership was conveyed via a Deed Of Gift dated December 19, 1996. (A copy of the gift deed is included in the Addenda of this report). Prior to the above transaction, the subject property had been under the same ownership well in excess of the three years required for investigation. Mk report Is copyrighted. My unauthorized use or reproduction of all or any part of this report violates federal law and may result In cM litigation seeking monetary danages and/or Injunctive retied 0 97-749 V APPRAISAL GROUP INC. MERRILL PROPERTY EAGLE. IDAHO PAGE NO. 2 APPRAISAL DEVELOPMENT AND REPORTING PROCESS In preparing this appraisal report, the appraiser • inspected the subject site and all site improvements; • gathered and confirmed information on the comparable sales utilized for analysis; • utilized the comparable sale data to estimate the subject's market value potential. Per prior agreement with the client, the appraiser did not utilize either the Cost or Income Approaches to Value in this appraisal. While these approaches might be appropriate in appraising a property of this type, it is the opinion of the appraiser that the Sales Comparison Approach to Value is the most applicable valuation method to employ in analyzing properties similar to the subject. The appraisal process therefore involved departure from Standards Rule 1-4(b) i, it iv, v, and vi. This Restricted Appraisal report sets forth only the appraisers conclusions. All supporting documentation is retained in the appraisers file. REAL ESTATE APPRAISED The real estate being appraised is a vacant parcel of land situated approximately 1 mile southeast of the Eagle CBD. The property is irregularly shaped, and based on information supplied by the client the parcel contains approximately 9.87± AC. The subject property is legally described under a lengthy metes and bounds description (which is included in the Addenda of this report). For the purpose of brevity, the subject is described as being a portion of the Ni /2 NE 1/4 in Section 16, Township 4 North Range 1 East, Boise Meridian, in Ada County, Idaho. As indicated, the subject property is currently vacant. At the time of inspection, it was noted that the property had concrete irrigation ditches extending along the eastem and southern most property boundaries. It was also noted that the entire parcel Is encompassed with perimeter fencing. The parcel is generally level, and below the grade of the newly constructed Eagle bypass roadway. The subject property was formerly a portion of a larger property, however, due to the construction of the Eagle bypass , the subject property was severed from this larger parcel. Based on my Inspection, It appears that the subject property has historically been utilized for agricultural purposes. Based on my calculations, the subject property contains a total of 9.87± AC (430,003±SF). The subject has approximately 1,601± feet of frontage along the Eagle bypass, and 1,473± feet of frontage along Riverside Drive. Access to the subject property is available from both roads, although it should be noted that based on my investigations, it appears that vehicular access to the subject Is only available from Riverside Drive. iNs report b copyited. My unauthodzed use a reprod+cson of dl or any part of this report violates federal law and may result In civil W gallon seeking monetay damages and/or In w c ve relief 0 97-749 V APPRAISAL GROUP INC. WRILL PROPERTY EAGLE. IDAHO PAGE NO. 3 C (1.1 a n HIGHEST & BEST USE The subject's Highest & Best Use, as vacant,, would be to develop the site for some type of commercial use. While the current zoning for the property (A), restricts the number of potential uses of the subject, based on my discussions with Eagle City officials, and examination of the City of Eagle Comprehensive Plan, the City of Eagle intends to rezone properties in the subject's immediate area to a residential (R) zoning district. ft was noted during my investigation, that there are several properties within the immediate vicinity of the subject that have already undergone rezoning, and Eagle City zoning officials have indicated that it is likely that the subject could be rezoned to a residential zoning designation. As would be expected, the residential zoning districts are primarily directed toward residential development, however, there are a number of commercial uses allowed within an R zoning district under a conditional use permit. Some of the conditional uses allowed within the R districts include convenience stores, child core facilities, kennels, nurseries, restaurants, and storage yards. Again, the subject fronts along a primary arterial (Eagle bypass), which provides the subject property with excellent exposure. The Eagle bypass is a 55 mph arterial, and considering the proximity of the subject to the bypass, it is my opinion that there would be relatively limited residential demand for the subject. As noted, vehicular access to the subject is available from Riverside Drive, and it is noted that there is a controlled intersection approximately 1/4 mile east of the subject. Thus, it is believed that the most likely development scenario for the subject would be for some type of low intensity commercial use; that is, a commercial use that does not rely primarily on drop-in traffic, but rather, is a destination type of commercial use (i.e. kennel, storage yard). Considering the aforenoted information, it is my opinion that the highest and best of the subject, as vacant, is for some type of low intensity commercial use that would be compatible with the surrounding properties. EXPOSURE AND MARKETING TIME Exposure time for the subject property is estimated at approximately 6 to 12 months, with o marketing time estimated at a similar duration. ESTIMATED VALUE CONCLUSIONS Concluded As Is Value: $650,000 >fds report Is copyrighted. Any unauthorized use «reproduction of an or any part or thls report violates federal law aid may result in civil litigation seeking monetary damages and/or Injunctive retie( O 97.749 V APPRAISAL GROUP INC. MERR LL PROPERN EAGLE. IDAHO PAGE NO. 4 ASSUMPTIONS & LIMITING CONDMONS: L As agreed upon with the client prior to the preparation of this appraisal, this is a Umited Appraisal because it invokes the Departure Provision of the Uniform Standards of Professional Appraisal Practice. As such, information pertinent to the valuation has not been considered and/or the full valuation process has not been applied. Depending on the type and degree of limitations, the reliability of the value conclusion provided herein may be reduced. 2. This is a Restricted Appraisal Report which is intended to comply with the reporting requirements set forth under Standard Rule 2-2(c) of the Uniform Standards of Professional Appraisal Practice for a Restricted Appraisal Report. As such, It does not include discussions of the data, reasoning, and analyses that were used in the appraisal process to develop the appraiser's opinion of value. Supporting documentation concerning the data, reasoning, and analyses is retained in the appraiser's file. The information contained in this report is specific to the needs of the client and for the intended use stated in this report. The appraiser is not responsible for unauthorized use of this report. 3. No responsibility is assumed for legal or title considerations. Title to the property is -assumed to be good and marketable unless otherwise stated in this report. 4. The property is appraised free and clear of any or all liens and encumbrances unless otherwise stated in this report. 5. Responsible ownership and competent property management are assumed unless otherwise stated in this report. 6. The information furnished by others is believed to be reliable. However, no warranty Is given for its accuracy. 7. All engineering is assumed to be correct. Any plot plans and illustrative material in this report are included only to assist the reader In visualizing the property. 8. it is assumed that there are no hidden or unapparent conditions of the property, subsoil, or structures that render it more or less valuable. No responsibility is assumed for such conditions or for arranging for engineering studies that may be required to discover them. 9. It is assumed that there is full compliance with all applicable federal. state, and local environmental regulations and laws unless otherwise stated in this report. 10. It is assumed that any and all applicable zoning and use regulations and resfrictkxu have been complied with, unless a non -conformity has been stated defined and considered in this appraisal report. This report b copyrighted. Any wed use or reproduction at all or any pad of this report violates federal raw and may result in civil Rtigafon seeking monetary damages and/or k>]tncdve relief 97-749 Y APPRAISAL GROUP INC. MtERRI L PROPERTY EAGLE, IDAHO PAGE PIO. 5 st 11. It is assumed that all required licenses, certificates of occupancy, or other legislative or administrative authority from any local, state, or national governmental. or private entity or organization have been or can be obtained or renewed for any use on which the value estimates contained in this report are based. 12. Any sketch in this report may show approximate dimensions and is included to assist the reader in visualizing the property. Maps and exhibits found in this report are provided for reader reference purposes only. No guarantee as to accuracy is expressed or implied unless otherwise stated in this report. No survey has been made for the purpose of this report. 13. It is assumed that the utilization of the land and improvements is within the boundaries or property lines of the property described and that there is no encroachment or trespass unless otherwise stated in this report. 14. The appraiser is not qualified to detect hazardous waste and/or toxic materials. Any comment by the appraiser that might suggest the possibility of the presence of such substances should not be taken as confirmation of the presence of hazardous waste and/or toxic materials. Such determination would require investigation by a qualified expert In the field of environmental assessment. The presence of substances such as asbestos, urea -formaldehyde foam insulation, or other potentially hazardous materials may affect the value of the property. The appraiser's value estimate is predicated on the assumption that there is no such material on or in the property that would cause a loss in value unless otherwise stated in this report. No responsibility is assumed for any environmental conditions, or for any expertise or engineering knowledge required to discover them. The appraiser's descriptions and resulting comments are the result of the routine observations made during the appraisal process. 15. Unless otherwise stated In this report, the subject property is appraised without a specific compliance survey having been conducted to determine if the property is or is not in conformance with the requirements of the Americans with Disabilities Act. The presence of architectural and communications barriers that are struclural in nature that would restrict access by disabled individuals may adversely affect the property's value, marketability, or utility. 16. Any proposed improvements are assumed to be completed in a good workmanlike manner in accordance with the submitted pians and specifications. 17. Possession of this report, or a copy thereof, does not carry with it the right of publication. it may not be used for any purpose by any person other than the party to whom it is addressed without the written consent of the appraiser, and In any event, only with proper written qualification and only in its entirety. 18. Neither all nor any part of the contents of this report (especially any conclusions as to value, the identity of the appraiser, or the firm with which the appraiser Is connected) shall be disseminated to the public through advertising, public relations, news sales, or other media without prior written consent and approval of the appraiser. This report Is copy IQ led Any unauthorized use or reproduction orae or any port ot this report violates federal raw and may result In civil INgotion seeking monetary damages and/or Injunctive relief 0 97-749 V APPRAISAL GROUP INC. MERMII PROPERtY EAGLE. . rp6 CERTIFICATE OF APPRAISAL I certify that, to the best of my laiowledge and belief: 1. The statements of fact contained in this appraisal report are true and correct. 2. The reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions and are my personal unbiased professional analyses, opinions, and conclusions. 3. I have no present or prospective interest in the property that is the subject of this report, and I have no personal interest or bias with respect to the parties involved. 4. My compensation is not contingent on an action or event resulting from the analyses, opinions, or conclusions in, or the use of, this report. 5. fie analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Practice of the Appraisal Institute. Additionally, the appraisal report is made in conformity with the Uniform Standards of Professional Appraisal Practices. 6. The use of this report is subject to the requirements of the Appraisal Institute and the I , State of Idaho relating to review by its duly authored representatives. 7. James W. Thomason has made a personal inspection of the property that is the subject of this report. (� & This appraisal assignment was not based on a requested minimum valuation, a specific valuation, or the approval of a loan. r•� 0 LI 0 11, 9. I have the necessary level of expertise and familiarity with the property class to be considered qualified to undertake a credible appraisal of the subject property. 10. James W. Thomason is a State Certified General Appraiser, and has been issued Certificate No. 217 for Idaho. This report b copyrighted Any urautirorited use or reproduction at di or atiy pad of this repod violates federal law and may result In civil litigation seekhrg monetary damages and/or !donative re8ef 97-7491/ APPRAISAL GROUP INC. MERRILL PROPERTY EAGLE, IDAHO PAGE NO. 7 Based upon physical Inspections of the subject property and the subsequent analyses undertaken; and subject to the Standard, Specific (and where applicable, the Extraordinary) Underlying Assumptions and Limiting Conditions set forth in the report, It Is my opinion that as of December 18, 1996, the As Is market value of the subject's Fee Simple Estate was: "`SIX HUNDRED FIFTY THOUSAND DOLLARS*" '••$650,000••• J • mes W. Thomason ertified General Appraiser #217 this report Is copyrighted. Any unauthorized use or reproduction of all or any part c1 this report violates tederd law and may result In dvl litigation seekk g monetary damages and/or injunctive retial 0 97-749 V APPRAISAL GROUP INC. MERRIa PROPERLY EAGLE, IDAHO PAGE NO. 8