Mou/Moa - 2018 - Legacy Second Amendment To MOA /Aka Cloudberry - 3/14/2018SECOND AMENDMENT TO
MEMORANDUM OF AGREEMENT
THIS SECOND AMENDMENT TO MEMORANDUM OF AGREEMENT is made the
/4 clay of March, 2018 ("SECOND AMENDMENT"), by and between the City of Eagle
("CITY"), an Idaho municipal corporation located in Ada County, Idaho; CLOUD BERRY,
LLC, a Wyoming limited liability company ("CLOUD BERRY"); and WHITE STURGEON,
LLC, an Idaho limited liability company ("WHITE STURGEON")(collectively the "Owner"),
which Amendment is made to that certain Memorandum of Agreement entered into the 1 7th day
of November, 2005, by and between the City and Eagle Sports Legends Development, LLC (the
"MOA").
RECITALS
A. Eagle Sport Legends Development. LLC. an Idaho limited liability company. Eagle
Sports Legends De\elopment #2. LLC, an Idaho limited liability company, Eagle Creek
Properties, LLC, an Idaho limited liability company. and the CITY negotiated and
executed a Development Agreement dated October 10. 2006. recorded as Instrument No.
106161990 in Ada County, Idaho, which incorporated the November 17. 2005,
Memorandum of Agreement as Exhibit M as part thereof;
B. Subsequently, Eagle Sports Legends Investments, LLC (f/k/a Eagle Sports Legends
Development. LLC); Eagle Sport Legends Investments #2, LLC (f/k/a Eagle Sports
Legends Development #2, LLC); Legac) Idaho, LLC; Signature Academies Idaho, LLC,
all of which are now administratively dissolved Idaho limited liability companies. and
Idaho Development Services, Inc.. an Idaho corporation (collectively the "ORIGINAL
DEVELOPERS"), and the City executed that First Amendment to the MOA on the 26th
day of February, 2008 (the "FIRST AMENDMENT"). Any reference to the parties
identified above as the "Original Developers," as set forth in the Memorandum of
Agreement dated November 17. 2005. and the First Amendment to the Memorandum of
Agreement dated February 26, 2008. includes and implies any heirs, successors in
interest. agents, employees and assigns thereof.
C. Cloud Berry succeeded to the right, title and interest of the Original Developers with
respect to the real property parcels subject of the Development Agreement. and has
subsequently conveyed certain parcels thereof to White Sturgeon.
D. The Owner and the City have entered into that certain Development Agreement Third
Modification with respect to the remaining portions of the real property subject to the
Development Agreement.
E. The parties desire to further amend the Memorandum of Agreement to clarify and further
specify the obligations of Cloud Berry under the MOA, as amended, with respect to the
remaining properties subject of the Development Agreement, as amended.
SECOND AMENDMENT TO MEMORANDUM OF AGREEMENT - 1
F. This Second Amendment shall be incorporated as an Exhibit to the Development
Agreement Third Modification, which instrument shall be recorded in the records of the
Ada County Recorder.
AGREEMENT
NOW THEREFORE, for valuable consideration, which the parties hereby acknowledge
and agree has been provided, the parties agree as follows:
Section 1. Amendment to Paragraph 3 of the Memorandum of Agreement. Paragraph 3 is
amended as follows:
3. CLOUD BERRY shall, at its own expense, develop wells designed to meet all
municipal well requirements in accordance with applicable laws and regulations and transfer the
same to the CITY. Upon the platting of the remaining 26 lots within the preliminary plat of
Snoqualmie No. 6 and another 176 lots in remaining phases of the Snoqualmie Falls and
Snoqualmie River Subdivisions for a total of 202 lots, CLOUD BERRY shall construct a well
east of Palmer Road.
The well must have a minimum pumping capacity of 1,350 gpm. In the event the well
cannot meet this capacity, a second well must also be provided. CLOUD BERRY shall provide
all necessary easements, maintenance agreements, and transfer the municipal well(s) to the CITY
upon completion and acceptance by CITY.
Section 2:
Agreement:
Amendment to Paragraph 12 to the First Amendment to the Memorandum of
Paragraph 12 shall be stricken.
SECOND AMENDMENT TO MEMORANDUM OF AGREEMENT - 2
IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date first
above written.
CITY OF EAGLE
Stan Ridg
MAYOR
CLOUD BERRY, LLC
By
stin Martin, its Manager
ATTEST:
Sharon Bergmann
•'`
��.�AGL
�'''•CITY CLERK/TREASURER
.'fS
A 1
TED
,.,„,STA„ ' WHITE STURGEON, LLC,
By: Developers Services, Inc.,
its Manage
By/ -;j
Brian oll, its President
SECOND AMENDMENT TO MEMORANDUM OF AGREEMENT - 3
STATE OF IDAHO, )
) ss.
County of Ada. )
On this 14 "day of vial (e Y l , 2018, before me, the undersigned, a
Notary Public in and for said State, personally appeared Justin Martin, known and identified to
me to be the Manager of Cloud Berry, LLC, a Wyoming limited liability company, that executed
the instrument or the person who executed the instrument on behalf of said limited liability
company, and acknowledged to me that such limited liability company executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
ASHLEY M. YOUNG
Notary Public
State of Idaho
(SEAL)
Notary Pub1i for Idaho
Residing at (%-(, , Idaho
Commission expires: 01 j CI 2_0 2.2
STATE OF IDAHO, )
) ss.
County of Ada. )
On this 1-4 day of (\An f c,QC1 , 2018, before me, the undersigned, a
Notary Public in and for said State, personally appeared Brian F. McColl, known and identified
to me to be the President of Developers Services, Inc., the Manager of White Sturgeon, LLC, an
Idaho limited liability company, that executed the instrument or the person who executed the
instrument on behalf of said limited liability company, and acknowledged to me that such limited
liability company executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
(SEAL)
1-17 C S —rLn
Notary Public for Idaho
Residing at r...0-442- , Idaho
Commission expires: 7-15 3
SECOND AMENDMENT TO MEMORANDUM OF AGREEMENT - 4