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DEVELOPMENT AGREEMENT 3R INVESTMENT,LLC AND THE CITY OF MOSCOW, IDAHO THIS DEVELOPMENb AGRNT (hereinafter referred to as "Agreement") is entered into this _jih day of HI e, , 1999, by and between 3R INVESTMENT, LLC, a limited liability corporation in the State of Idaho (hereinafter referred to 'DEVELOPER'). being Developer of real property as described herein, and the City of Moscow, Idaho, a Municipal Corporation of the State of Idaho (hereinafter referred to as 'CITY'); WITNESSETH: 449068 WHEREAS, DEVELOPER desires to begin development of the property to be known as 'Almon Street Studio Apartments' located on the east side of North Almon street in the 900 block in the City of Moscow, Latah County, Idaho, more particularly described under Section I herein and as shown on Exhibit attached hereto and incorporated herein by this reference; and WHEREAS, DEVELOPER understands that a waiver of public improvements may be 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 understands that improvements required herein are standards required for subdivisions pursuant to Moscow City Code Title 5, Chapter 1 and are authorized by Idaho Code Section 67-6513; and WHEREAS. DEVELOPER agrees that the public improvements required herein are necessary to provide for mitigation of the effects of the subdivision development on the ability of CITY to deliver services without compromising quality of such service delivery to current City residents, the public, or imposing substantial additional costs upon current City residents to accommodate the proposed subdivision and redevelopment; and WHEREAS, CITY desires to ensure that public improvements consisting of curb, sidewalk, storm sewer. catch basin, and pavement widening are constructed; 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. DEVELOPMENT AGREEMENT, 3R INVESTMENT, LLC PAGE 1 OF 5 ---PAGE BREAK--- NOW, THEREFORE, DEVELOPER and CITY hereby agree as follows: I. PROPERTY AFFECTED: This Agreement affects property commonly known as 'Almon Street Studio Apartments', located within the City of Moscow, Latah County, Idaho, described as follows: A parcel of land located in the NE1/4 of Section 7, T39N, RSW, BM, and being more particularly described as follows: 449068 Beginning at the southeast comer of Hingstons 2nd Addition, said point being located on the west right-of-way of the former Burlington Northern Railroad property and the TRUE POINT OF BEGINNING, thence N 10° 06' 00" E, 125.52 ft. along said west line to the northeast comer of Lot 2 of Hingston's 2nd Addition; thence leaving said line N 86° 30'00" E. 51.44 ft. to a point on the former centerline of the Burlington Northern Railroad property; thence along said centerline S 10° 06' 00" W, 136.31 ft.; thence N 86° 30' 00" E, 51.44 ft. to a point on the east line of Burlington Northern Railroad right of-way, said point also being on the west line of Loney's Addition to the City of Moscow; thence along said east line S 10° 06' 01" W, 531.81 ft.; thence N 7SO 54' oo· W, 100.00 ft. to a point on the said west line of the former Burlington Northern Railroad right-of way; thence along said line N 10° 06' oo· E, 135.56 ft.; thence s 86° 30' 00" W, 139.45 ft. to a point on the east right-of-way of Almon Street; thence N 8° 00' 00" W, 109.26 ft.; thence 272.12 ft. along a curve to the left, said curve having a Delta= 18°28'59", radius = 843.56 ft., chord = 270.95 ft., and chord bearing N 17° 14' 29"W, to a point N 86°30'00" E, 8.43 ft. of the southwest comer of Hingstons 2nd Addition; thence N 86°30'00" E, 302.41 ft. along said south line of Hingston's 2nd Addition to the TRUE POINT OF BEGINNING. Said parcel contains 3.14 acres. II. PUBLIC IMPROVEMENTS: DEVELOPER agrees to install, at DEVELOPER'S expense, all public improvements required by Moscow City Code Sections 5-1-S(D) and including but not limited to curb, sidewalk, storm sewer, catch basin and pavement widening. The design and all plans and drawings for such required public improvements shall be approved by the City Engineer prior to the beginning of any construction of any such public improvements. Ill. TERM: This Agreement shall remain in effect until the public improvements required herein are constructed and installed and such public improvements are accepted by CITY for maintenance. IV. CITY'S COVENANT: CITY shall issue building permits for DEVELOPER'S property described above, (upon payment of permit fees, public utility inspection fees of 0.75% of the City Engineer's estimated construction costs and satisfaction of Moscow City Code requirements) only after construction and installation of all public improvements and acceptance of such by CITY for maintenance or after DEVELOPER has paid or after adequate security as described in sections VI and VII has been provided to ensure proper construction of the required public improvements. DEVELOPMENT AGREEMENT, 3R INVESTMENT, LLC PAGE 20F 5 ---PAGE BREAK--- v. DEVELOPER'S COVENANT: DEVELOPER agrees as follows: 449068 A. DEVELOPER agrees to furnish and install, at DEVELOPER'S expense, curb, sidewalk, storm sewer, catch basin, and pavement widening all in accordance with the approved design and plans, to City standards, during and under the terms of this Agreement. B. DEVELOPER agrees that DEVELOPER shall install the curb, sidewalk, catch basin, and pavement widening within six months from the date of the issuance of the first building permit; and C. If DEVELOPER fails to complete installation of the required public improvements within six months from the date of the issuance of the first building permit, to City standards and as per the approved plans, CITY shall withhold final inspections, revoke occupancy of the entire development, revoke any applicable building permit issued to DEVELOPER by CITY and shall cease to issue further building permits for the affected property until such public improvements required herein this Agreement are completed in accordance with the approved engineering plans. VI. SECURITY FOR IMPROVEMENTS: CITY agrees that upon receipt of the security described in section VII it will issue building permits to the described property upon payment of permit fees, public utility inspection fees of 0.75% of the estimated construction costs and satisfaction of CITY code requirements for the DEVELOPER'S development. If DEVELOPER fails to complete construction of the required public improvements, as per the approved plans. within six months from the date of the issuance of the first building permit CITY may attach the security and cause the improvements to be made. Any engineering or construction costs in excess of the security shall be borne by DEVELOPER. Any additional construction services shall be let by bid, and subject to the laws of the State of Idaho relative to the Jetting of such bids. VII. FORM OF SECURITY: A. DEVELOPER agrees to provide security in the amount of forty-eight thousand six hundred dollars ($48,600.00) for all of the required public improvements. 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. If the public improvements identified and described in Section II are not completed within six months from the issuance of the first building permit, CITY may claim the security and complete the said improvements. The amount of the security may, from time to item, be modified as deemed appropriate by the City Engineer as conditions warrant. B. If for any reason the security provided in accordance with section VIl-A 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 revoke any building 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 are revoked pursuant to this section, such building permits shall be re-issued upon receipt by CITY of new or additional security as required herein. VIII. CONSTRUCTION DRAWINGS: DEVELOPER agrees to furnish, prior to acceptance by CITY of the public improvements as required herein, one set of accurate, complete, mylar final construction drawings for the public improvements described herein, unless such requirement is waived by the City Engineer or is otherwise modified by a subsequent development agreement between the parties. DEVELOPMENT AGREEMENT, 3R INVESTMENT, LLC PAGE 30F 5 ---PAGE BREAK--- IX. FAILURE TO COMPLY: 449068 DEVELOPER agrees to pay all expenses incurred by CITY in enforcing this Agreement. X. BINDING ON HEIRS, ASSIGNS AND PURCHASER: This Agreement shall be binding upon the heirs, assignees of the parties, and subsequent purchasers of the property described herein. XI. OCCUPANCY: DEVELOPER agree that no person shall be allowed to construct improvements or to occupy any part of the development on described property for any purpose until the described public improvements are completed and accepted by CITY for maintenance or as otherwise provided for by a subsequent development agreement between the parties. Such a subsequent development agreement may provide for the posting of security as provided for in Moscow City Code Section 5-1-1 0. XII. AVENUE 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. XIII. 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. XIV. 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, Idaho Recorder. XV. 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 addressed: DEVELOPER: CITY: 3R Investment, LLC P.O. Box 9556 Moscow, ID 83843 Phone: (208)882-0979 Marshall H. Comstock, Mayor City of Moscow P.O. Box 9203 206 E. 3rd Street Moscow, ID 83843 Phone: (208)883-7000 FAX: (208)883-7018 DEVELOPMENT AGREEMENT, 3R INVESTMENT, LLC PAGE 40F 5 ---PAGE BREAK--- XVI. UNDERSTANDING: 449068 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 written. DEVELOPER: L:zt'e'- Richard C. Beebe Partner, 3R Investment, LLC STATE OF IDAHO ) ) ss County of Latah ) On this n day of J)e f ( , 1999, before me, the undersigned, a Notary in and for said State, personally appeared Richard C. Beebe in his capacity as partner in 3R Investment, LLC known to me to be the person whose name is subscribed to the foregoing and acknowledged to me he executed the same; and that he is duly authorized partner of 3R Investment, LLC and has specific legal authority to bind 3R Investment, LLC to this Agreement. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year herein above written. NOT Y PUBLIC for Idaho Residing at 6cnf)e My Commission Expires: 9 - 15-}003 DEVELOPMENT AGREEMENT, 3R INVESTMENT, LLC Page 5 of 5 ---PAGE BREAK--- . . . 1. 2. 3. 4. 5. 6. 7. 8. DEVELOPMENT AGREEMENT COST ESTIMATE NORTH POLK STUDIO APARTMENTS Description Quantity & Unit Unit Price Total Price Sidewalk 275 Feet $22.00 I ft. $6,050 Curb 415 Feet $12.00 I ft. $4,980 Agg. Base 170 Tons $13.50 I ton $2,295 Asphalt Pavement 135 Tons $37.00 I ton $4,995 Earthwork 1 Grading 300 Cu. Yds. $10.00 I cu. yd. $3,000 Geotextile 450 Sq. Yds. $1.50 I sq. yd. $675 Catch Basin 1 Ea. $950 I ea. $950 12" Storm Sewer 375 Feet $45.00 I ft. $16.875 Estimated Construction Cost , $39,820 Contingency @ 10% 3,980 Engineering and Administration@ 12% 4.800 Total $48,600 Dean c. Weyen, P.E. Assistant City Engineer December 15, 1999 449068 ---PAGE BREAK--- HINGSTON SECOND ADDITION ---PAGE BREAK--- SUBDIVISION PERFORMANCE BOND Bond No. 851721S KNOW ALL MEN BY THESE PRESENTS : THAT we, 3R, LLC, as Principal, and Developers Insurance Company, a corporation organized and doing business under and by virtue of the laws of the State of California and duly licensed to conduct surety business in the State of Idaho, as Surety, are held and firmly bound unto the City of Moscow, as Obligee, in the sum of Forty Eight Thousand Six Hundred and 00/lOOths ($48,600.00) Dollars for which payment, well and truly to be made, we bind ourselves, our heirs, executors and successors, jointly and severally firmly by these presents. THE CONDITION OF THE OBLIGATION IS SUCH THAT: WHEREAS, the above named Principal entered into, or is about to enter into, a Development Agreement with said Obligee to complete required public improvements for Almon Street Studio Apartments. NOW, THEREFORE, the condition of this obligation is such, that if the above Principal shall well and ruly perform said agreement or agreements during the original term rhereof, or any extension of said term that may be granted by the Obligee with or without notice to the Surety, and upon receipt· of a written discharge from the Obligee, then this obligation shall be void, otherwise to remain in full force and effect. IN WITNESS WHEREOF, the seal and signature of said Principal is hereto affixed and the corporate seal and the name of the said Surety is hereto affixed and attested by its duly authorized Attorney-in-Fact this 20th day of January, 2000. 3R, By: / l Developers Insurance Compa_?Y . Dave Root, Attorney-in-Fact Insco Insurance Services, Inc. 9725 Third Avenue NE • Surte 602 • Seattle, WA 98115 • (206} 525·8201 • (800) 522-8201 • Fax (206) 525·8288 • http://Www.insco.com Underwriting Manager for: Developers Insurance Company • Indemnity Company of California • Developers Surety and Indemnity Company