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DEVELOPMENT AGREEMENT BETWEEN G & G DEVELOPMENT, LLC AND CITY OF MOSCOW, IDAHO FOR THE REPLAT OF PARKVIEW ESTATES ADDITION LOT 1, BLOCK 1 THIS DEVELOPMENT AGREEMENT BETWEEN G AND G DEVELOPMENT, LLC, AND CITY OF MOSCOW, IDAHO FOR THE REPLAT OF PARKVIEW ESTATES ADDITION LOT 1, BLOCK 1 (hereinafter "Agreement") is entered into this day of , 2013, by and between G and G Development, L.L.C., 140 East Palouse River Dri e, Moscow, Idaho, 83843, being the Developer of real property as described herein (hereinafter "DEVELOPER"), and the City of Moscow, Idaho, a municipal corporation of the State of ldaho, 206 East Third Street, Moscow, Idaho, 83843 (hereinafter "CITY"); W I T N E S S E T H : WHEREAS, DEVELOPER owns property within the City of Moscow which is known as Lot 1, Block 1 of Parkview Estates Addition to the City of Moscow; and WHEREAS, development of Lot 1, Block 1 of Parkview Estates Addition to the City of Moscow is subject to a Development Agreement dated January 5, 2000, and recorded in the records of Latah County, Idaho under recording number 448661; and WHEREAS, DEVELOPER understands that the improvements required by the Development Agreement dated January 5, 2000, and recorded in the records of Latah County, Idaho under recording number 448661 are required prior to development of any portion of Lot 1, Block 1 of Parkview Estates Addition to the City of Moscow; and WHEREAS, DEVELOPER has filed a request to replat Lot 1, Block 1 of Parkview Estates Addition with the City of Moscow, which replat contemplates creation of one large commercial lot (Lot 1) and six residential lots (Lots 2, 3, 4, 5, 6, and which residential lots are located on the eastern edge of Lot 1, Block 1 of Parkview Estate Addition to the City of Moscow; and WHEREAS, such replat shall be known as the Replat of Lot 1, Block 1 of Parkview Estates Addition to the City of Moscow; and WHEREAS, DEVELOPER desires to proceed with a phased development of the Replat of Lot 1, Block 1 of Parkview Estate Addition to the City of Moscow; and WHEREAS, DEVELOPER desires to proceed with development of Lots 2, 3, 4, 5, 6, and 7 of Block 1 of the Replat of Lot 1, Block 1 of Parkview Estates Addition to the City of Moscow (hereinafter Phase I) at this time and to proceed with the development of Lot 1, Block 1 of the Replat of Lot 1, Block 1 of Parkview Estates Addition to the City of Moscow (hereinafter, Phase II) at a later time; and PARK VIEW ESTATES ADDITION LOT I DEVELOPMENT AGREEMENT PAGE I OF8 ---PAGE BREAK--- WHEREAS, DEVELOPER desires to install certain public improvements required by CITY as part of DEVELOPER's development of Phase I of the Replat of Lot 1, Block 1 of Parkview Estates Addition to the City of Moscow, and requests that all other public improvements required by the Development Agreement dated January 5, 2000, and recorded in the records of Latah County, Idaho under recording number 448661 be required when Lot 1, Block 1 of the Replat of Lot 1, Block 1 of Parkview Estates Addition to the City of Moscow is developed (Phase II); and WHEREAS, DEVELOPER understands that a waiver of public improvements is available pursuant to the Moscow City Code, but DEVELOPER specifically does not wish to request such a waiver and wishes to enter into this Agreement; and WHEREAS, DEVELOPER enters into this Development Agreement of DEVELOPER's own free will and accord, without coercion and without inducement and at DEVELOPER's request; and WHEREAS, DEVELOPER has read this Agreement, has understood it, and has had the opportunity to avail itself of legal and other counsel prior to entering into this Agreement and prior to signing it; NOW, THEREFORE, DEVELOPER and CITY hereby agree as follows: I. PROPERTY AFFECTED: This Agreement affects a parcel of land located in the NWl/4 of Section 8, T39N, R5W, B.M., to be known as Parkview Estates Addition subdivision within the City of Moscow, Latah County, State of ldaho, and more particularly described as follows: Replat of Lot 1, Block 1 of Park View Estates Addition to the City of Moscow. This parcel contains 7.88 acres, more or less II. PUBLIC IMPROVEMENTS: A. At the time DEVELOPER develops Phase I, DEVELOPER agrees to install, at DEVELOPER's expense, public improvements and appurtenances required by Moscow City Code Sections 5-1-4 and 5-1-5 including, but not limited to, water services, sanitary sewer mains and stubs, storm sewer mains and stubs, and erosion control; all in accordance with CITY Standards duly adopted by Resolution of the City Council and in accordance with approved engineering plans. B. At the time DEVELOPER develops Phase II, or any portion thereof of Lot 1, Block 1 of the Replat of Lot 1, Block 1 of Parkview Estates Addition to the City of Moscow, DEVELOPER agrees to install all remaining public improvements required by the Development Agreement dated January 5, 2000, and recorded in the records of Latah PARK VIEW ESTATES ADDITION LOT 1 DEVELOPMENT AGREEMENT PAGE20F8 ---PAGE BREAK--- County, Idaho under Recording Number 448661. DEVELOPER specifically acknowledges that it is anticipated that a traffic signal at the intersection of U.S. Highway 95 and Rodeo Drive shall be required when Lot 1, Block 1 of the Replat of Block 1, Lot 1 of Park View Estates Addition to the City of Moscow is developed. DEVELOPER acknowledges and agrees that a separate Development Agreement setting forth the detailed requirements for the traffic signal and all related improvements associated therewith shall be negotiated by and between CITY and the responsible developer of Lot 1, Block 1 of the Replat of Block 1, Lot 1 of Park View Estates Addition prior to the issuance of any building permit for Lot 1, Block 1 of the Replat of Block 1, Lot 1 of Park View Estates Addition or any portion thereof. III. TERM: This Agreement shall remain in full force and effect in accordance with all of its terms and conditions as follows: A. Until all public improvements have been completed and accepted by CITY; and B. Until the warranty period for public improvements has expired; and C. Until all development fees, as required and assessed by CITY, have been paid in full. IV. CITY'S COVENANT: CITY shall issue building permits to DEVELOPER's property only after the following has occurred: A. Payment of all applicable developmental fees required and assessed by CITY; and B. CITY has determined that the construction of all required public improvements is complete or after adequate security, as described in Moscow City Code Sections 5-1-10 and as described in Sections VI, VII and VIII herein, has been provided to ensure construction and warranty repairs of the required public improvements; and C. Compliance with applicable CITY permit issuance requirements. V. DEVELOPER's COVENANT: A. DEVELOPER agrees to construct, at DEVELOPER's expense, the public improvements described in Section II of this Agreement, all in accordance with CITY approved engineering design plans, to CITY standards, during and under the terms of this Agreement; and PARK VIEW ESTATES ADDITION LOT 1 DEVELOPMENT AGREEMENT PAGE3 OF8 ---PAGE BREAK--- B. DEVELOPER agrees to furnish to CITY, at DEVELOPER's expense, engineering design plans (for the required public improvements) prepared by an Idaho Licensed Professional Engineer. Such plans shall be approved by the Moscow City Engineer prior to beginning any public improvements construction. Once approved, six ( 6) complete sets of plans will be submitted to the City Engineer. C. DEVELOPER agrees that DEVELOPER shall construct the public improvements described in Section II of this Agreement within nine months from the date of the issuance of the first building permit within said phase; and D. If DEVELOPER fails to complete installation of the required public improvements for the current phase of the development within nine months from the date of the issuance of the first building permit for said phase to CITY standards and as per the approved plans, CITY shall utilize the security described in Section VI and VII of this Agreement to complete the required public improvements and shall have the right to revoke any applicable permit issued to DEVELOPER by CITY for the said phase. E. DEVELOPER agrees that the traffic engineering study required by the Development Agreement dated January 5, 2000, and recorded in the records of Latah County, Idaho under recording number 44866 1 and hereby required by the development of Phase II or any portion of Lot 1, Block 1 of the Replat of Block 1, Lot 1 of Park View Estates shall be required of the developer of the newly created Lot 1, Block 1 of the Replat of Block 1, Lot 1 of Park View Estates Addition or any portion thereof, and that any improvements as determined to be warranted by said study shall be designed, paid for, and installed by such developer of Lot 1, Block 1 of the Replat of Block 1, Lot 1 of Park View Estates Addition. DEVELOPER further agrees that improvements required by the traffic engineering study shall be in accordance with Idaho Transportation Department (lTD) standards and that lTD shall review and approve of such study before the issuance of any building permit for Lot 1, Block 1 of the Replat of Block 1, Lot 1 of Park View Estates Addition or any portion thereof. VI. SECURITY FOR IMPROVEMENTS: In lieu of DEVELOPER's construction and installation of all public improvements required herein and CITY's acceptance of such for ownership and maintenance, CITY agrees that, upon receipt of the adequate security described in Moscow City Code Section 5-1-10, it will issue building permits (upon payment of all CITY development fees and satisfaction of Moscow City Code requirements) for DEVELOPER's development. If DEVELOPER fails to complete installation of the public improvements as required by CITY within nine months from the date of the issuance of the first building permit in the development, CITY may attach the security and cause the improvements to be made or CITY may cause improvements to be made and attach a lien on the property in the amount of CITY expense incurred as a result of DEVELOPER's failure to comply with PARK VIEW ESTATES ADDITION LOT 1 DEVELOPMENT AGREEMENT PAGE 4 OF 8 ---PAGE BREAK--- this Agreement. Any engineering or construction costs in excess of the security shall be borne by DEVELOPER. Any additional construction services shall be performed subject to the laws of the State of Idaho relative to public works contracting and bidding. VII. FORM OF SECURITY: DEVELOPER agrees to provide security for the public improvements in the amount to be determined by the City Engineer. This security shall be in the form of cash, construction bond, irrevocable letter of credit from a certified bank or financial institution, or such other form of security acceptable to CITY. Such security shall be provided to CITY prior to the issuance of building permits by CITY. The security must be effective for a minimum period of one year from the date of the issuance of the first building permit in the development. If this security is in the form of an irrevocable letter of credit or bond, the secured improvements shall be constructed at least ninety (90) days prior to the expiration date of the security. If the public improvements identified and described in Section II are not completed within nine months from the issuance of the first building permit in the development, CITY may claim the security and complete the said improvements. The amount of the security may, from time to time, be modified as deemed appropriate by the City Engineer as conditions warrant. If for any reason the security for such improvements shall be withdrawn by DEVELOPER or the security or financial institution, or the value or terms thereof shall be compromised in any way, CITY shall immediately cease issuing building permits and shall revoke any building permits and/or occupancy permits issued pursuant to the terms contained herein, and further, DEVELOPER shall hold CITY harmless for any and all causes of action or damages alleged to have been sustained because of the revocation of such building permits. If any building permits and/or occupancy permits are revoked pursuant to this Section, such building permits and/or occupancy permits shall be re-issued upon receipt by CITY of new or additional security as required herein. VIII. WARRANTY A. All required public improvements once constructed and accepted by CITY for ownership and maintenance shall remain free of defects in materials and workmanship for a period of one year following the date of CITY's written acceptance of such required public improvements warranty period). B. DEVELOPER shall be responsible for correcting any and all deficiencies which occur within the one year warranty period. C. Prior to issuance of any building permit in the development, a warranty Security or performance bond in the amount of fifteen percent (15%) of the estimated value of the required public improvements, as determined by the City Engineer, shall be furnished to CITY by the DEVELOPER. This warranty Security shall be held by the CITY, or name the CITY as a holder of the warranty or as the beneficiary of the PARK VIEW ESTATES ADDITION LOT 1 DEVELOPMENT AGREEMENT PAGES OF8 ---PAGE BREAK--- bond, and shall be in effect for a minimum period of one year from the date of CITY's written acceptance of the public improvements described in Section II of this Agreement. D. If DEVELOPER fails to correct all deficiencies within a reasonable amount of time, CITY may claim the warranty Security and correct the deficiencies. E. The warranty Security may be in any form allowed under Section VII. of this Agreement. IX. PARKLAND DEDICATION: Parkland dedication was satisfied at the time of approval of the original Parkview Estates Subdivision Plat. X. STREET TREES: Street tree fund contributions were satisfied at the time of approval of the original Parkview Estates Subdivision Plat. XI. PHASING ALLOWED: Phased development of the Replat of Lot 1, Block 1 of Parkview Estates Addition to the City of Moscow shall be allowed in two phases: Phase I shall consist of the development of six residential lots known as Lots 2, 3, 4, 5, 6 and 7 of the Replat of Lot 1, Block 1 of Parkview Estates Addition to the City of Moscow. Phase II shall consist of the development of all or any portion of Lot 1, Block 1 of the Replat of Lot 1, Block 1 of Parkview Estates Addition to the City of Moscow. XII. AS-CONSTRUCTED DRAWINGS: DEVELOPER agrees to furnish, prior to acceptance by CITY of the public improvements as required herein, one set of complete, Mylar, final as-constructed drawings for the public improvements described herein, as well as one complete, digital, Auto CAD copy, unless such requirement is waived by the City Engineer. XIII. FAILURE TO COMPLY: DEVELOPER agrees to pay all expenses incurred by CITY in enforcing this Agreement. XIV. BINDING ON HEIRS, ASSIGNS AND PURCHASER: This Agreement shall be binding upon the heirs, assignees of the parties, and subsequent purchasers of and/or within the property described herein. PARK VIEW ESTATES ADDITION LOT 1 DEVELOPMENT AGREEMENT PAGE60F8 ---PAGE BREAK--- XV. OCCUPANCY: DEVELOPER agrees that no person shall be allowed to occupy any approved phase of the development for any purpose until the described public improvements for said phase of the development are completed and accepted by CITY for maintenance or as otherwise provided for by a subsequent development agreement between the parties. XVI. VENUE AND ATTORNEY FEES: The parties agree that, should any provision of this Agreement be litigated in the future, venue for such litigation shall be with the District Court of the Second Judicial District of the State of Idaho in and for the County of Latah. XVII. MODIFICATION: DEVELOPER and CITY agree that the provisions of this Agreement may be modified only upon request of DEVELOPER accompanied by a complete set of development plans, and acceptance of such modification by the Moscow City Council or by a subsequent development agreement between the parties. XVIII. COVENANTS TO RUN WITH LAND: This Agreement shall run with the land affected hereby, as shall all covenants contained herein, and shall be to the benefit of CITY, its successors and assigns. This Agreement shall be recorded with the Latah County Recorder. XIX. NOTICES: Any notice required or called for by this Agreement shall be deemed served upon the party to whom it is sent when delivered by certified or registered United States mail to the following addressees: DEVELOPER: G & G DEVELOPMENT. LLC 140 East Palouse River Drive Moscow, Idaho 83843 Attn: Larry D. Germer Phone (208) 882-8482 CITY: City Engineer City of Moscow P 0 Box 9203 Moscow, Idaho 83843 Phone: (208) 883-7000 Facsimile: (208) 883-7033 PARK VIEW ESTATES ADDITION LOT 1 DEVELOPMENT AGREEMENT PAGE 70F8 ---PAGE BREAK--- XX. UNDERSTANDING: DEVELOPER has read and understood this Agreement and the contents thereof and has had the opportunity to avail itself of legal and of other counsel before entering into this Agreement and before signing it, and hereby enters into it voluntarily, willingly, and without inducement. IN WITNESS WHEREOF, the parties have executed this Agreement to be effective the date first above written. DEVELOPER: CITY G & G DEVELOPMENT, LLC City of Moscow, Idaho STATE OF IDAHO ) ) ss: COUNTY OF LATAH ) ATTEST: On this day of , 2013, before me, the undersigned, a Notary in and for said State, personally appeared arry D. Germer, known to me to be the registered member of G & G DEVELOPMENT, LLC., the Idaho limited liability company whose name is subscribed to the foregoing and acknowledged to me that he is the duly authorized agent for said company and that he executed the same for and in behalf of said company, as its duly authorized agent. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year herein above written. NOTARY PUBLIC for L I Residing at / My Commission Expires: PARK VIEW ESTATES ADDITJON LOT I DEVELOPMENT AGREEMENT PAGE80F8