Mou/Moa - 2019 - Legacy Aka Cloudberry Third Amendment - 3/1/2019THIRD AMENDMENT TO
MEMORANDUM OF AGREEMENT
THIS THIRD AMENDMENT TO MEMORANDUM OF AGREEMENT is made the
sr day of March, 2019 ("THIRD 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"), which Amendment is made
to that certain Memorandum of Agreement entered into the 17th 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 Development #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); Legacy 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. Cloud Berry and White Sturgeon (collectively the "Owner") and the City executed that
Second Amendment to the Memorandum of Agreement on the 14th day of March, 2018
(the "Second Amendment").
THIRD AMENDMENT TO MEMORANDUM OF AGREEMENT - 1
E. 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, dated January 23, 2018, recorded as Instrument No. 2018-
030159 on April 5, 2018, which incorporated the November 17, 2005 Memorandum of
Agreement and the Second Amendment thereto as Exhibit H as part thereof.
F. The parties desire to further amend the Memorandum of Agreement to clarify and further
specify the obligations and conditions of development of the Owner under the MOA, as
amended, with respect to the remaining properties subject of the Development
Agreement, as amended.
G. This Third Amendment shall be an addendum to paragraph 3 of the Second Amendment,
and upon its full execution shall be recorded in the records of the Ada County Recorder.
H. The Owner has entered into contracts to cover the engineering design, plans and specs,
and other tasks associated with constructing an additional municipal well and well house
(the "Second Well" aka City Well #6); and in connection with the installation of the
Second Well has made certain representations to the City concerning the timeline for
completion of the Second Well and its integration into the City's potable water
distribution system.
AGREEMENT
NOW THEREFORE, for valuable consideration, which the parties hereby acknowledge
and agree has been provided, the parties agree as follows:
Section 1. The City shall continue to process pending and additional applications for
preliminary and final plats of additional phases in accordance with the City Code provisions and
regulations, provided the Owner is complying with the following:
1.1 Application Processing. The City agrees to continue processing the
following applications to final plat signature prior to completion of the
Second Well:
Snoqualmie River Subdivision No. 3
Preliminary Plat
City of Eagle Reference No. PP -09-18
Submittal received by City for review November 7, 2018
Snoqualmie Falls Subdivision No. 10
Preliminary Plat
City of Eagle Reference No. PP -03-17
Submittal received by City for review May 26, 2017
Include Final Plats Snoqualmie Falls #10 (complete), Snoqualmie Falls
# 11(submitted), Snoqualmie Falls #12 (submitted), Snoqualmie Falls #13 (future)
THIRD AMENDMENT TO MEMORANDUM OF AGREEMENT - 2
1.2 Construction and Conveyance of the Well. Owner may continue to
provide other plat applications to the City for processing but will not
receive signature of final plat until the Second Well has been
completed and become part of the City potable water distribution
system.
1.3 Default. In the event the Owner has failed to satisfy these obligations
and the City has provided the Owner with written notice of default, the
Owner shall be deemed to be in default of the Section 1.2 condition.
Upon the event of the Owner's default, the City shall be entitled to
delay its signature of all final plats other than signing the final plats
referenced in Section 1.1 until the default has been cured.
IN WITNESS WHEREOF, the parties hereto have executed this
Memorandum of Agreement as of the date first above written.
CITY OF EAGLE ATTEST:
Stan Ridgeway,
MAYOR
CLOUD BERRY, LLC
By
J stin Martin, its Manager
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Sharon Bergmann
CITY CLERK/TREASURER
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BriaWF. Mega, its Presiden
THIRD AMENDMENT TO MEMORANDUM OF AGREEMENT - 3
STATE OF IDAHO, )
) ss.
County of Ada.
On this Z. day of FQ pry Q , 201.8-, before me, the undersigned, a
Notary Public in and for said State, person,y 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
COMMISSION NUMBER 68468 Notary Publi o Idaho
(SAMY COMMISSION EXPIRES 9.19-2022 �1 Residing at
,l C� Idaho
Commission expires: Oj • (pi . ZO 22
STATE OF IDAHO, )
) ss.
County of Ada. )
1611
On this2"day of f:Q b c{,li , 201,8, before me, the undersigned, a
Notary Public in and for said State, personalfy►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.
1N WITNESS WHEREOF, 1 have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
ASHLEY M YOUNG
rOMM,SSION
ARY PUBLIC • STATE OF IDAHO
(SEA NUMBER 68468
OMMISSION EXPIRES 9-19-2022
1
Notary Public fI
Residing at
Commission expires:
ho
THIRD AMENDMENT TO MEMORANDUM OF AGREEMENT - 4
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EXHIBIT A
CITY OF EAGLE MUNICIPAL SUPPLY WELL 6
CONSTRUCTION AND INSTALLATION SCHEDULES
Benchmark Date Benchmark Action
Done Well plans and specifications submitted to
IDEQ.
October 15, 2018 Resubmit to City well plans and specifications
("90% Plans") with well house plans.
October 20, 2018 Submit final plat application, together with
construction plans for Well Lot Phase.'
October 25, 2018 Submit application to City for design review
approval of well house.
October 30, 2018 Obtain City approval of 90% Plans.2
October 30, 2018 Obtain IDEQ approval of well construction
within two weeks from the City's submission to
IDEQ of the City's acceptance of ownership
operation and maintenance letter. (*)
October 30, 2018 Well driller (Post Drilling, Inc.) to pull IDWR
permit and commence well drilling.
December 15, 2018 Obtain design review approval of well house
within two months from submittal date. (*)
April 1, 2019 Complete installation of well.
May 1, 2019 Complete pump testing and submit Well
Completion Report to IDEQ with driller's
reports, as built well drawings and water
quality reports, within four weeks of well
installation. (*)
June 1, 2019 Final plans and specification for well house
pumping equipment, mechanical piping,
electrical equipment ("pumping facility")
submitted to IDEQ and City.
June 15, 2019 Construct and record plat for Well Lot Phase.
August 1, 2019 Obtain IDEQ and City review of pumping
facility within two months of submittal. (*)
December 15,2019 Complete construction of well house with
pumping facility, as built certification, and
operations and maintenance manual.
1 Construction Plans shall include offsite extension in Palmer Road of sewer and water; repaving of Palmer with
curb, gutter and sidewalk on the east side of Palmer; utilities and elevations of well house with landscape plans,
fencing, etc.
2 *This benchmark date is variable based on a time interval from a previous benchmark action.
THIRD AMENDMENT TO MEMORANDUM OF AGREEMENT - 5