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Willowbrook Development Agreement DEVELOPMENT AGREEMENT WILLOWBROOK DEVELOPMENT ANNEXATION This Development Agreement ("Agreement") is entered into by and between the City of Star, a municipal corporation in the State of Idaho, hereinafter referred to as "City", and Willowbrook Development, Inc., an Idaho limited liability company, hereinafter referred to as “Owner". WHEREAS, Owner owns parcels of land of approximately 719.30 acres in size, currently located within Ada County, zoned RR, and more particularly described in Exhibit A of Ordinance 388-2023, which is attached hereto and incorporated by reference herein (the "Property"); WHEREAS, Owner requested that the Property be annexed into the City, be zoned, and be developed in accordance with the applicable ordinances and regulations of the City and this Agreement; WHEREAS, the City, pursuant to Section 67-6511A, Idaho Code, and Star City Code at Title 8, Chapter 1, has the authority to enter into a development agreement for the purpose of allowing, by agreement, a specific development to proceed in a specific area and for a specific purpose or use which is appropriate in the area, but for which all allowed uses for the requested zoning may not be appropriate; WHEREAS, the City has authority to enter into development agreements to condition annexations and re-zones and for approval in lieu of conditional use permits; WHEREAS, Owner desires to be assured that it may proceed with allowing its Property to be zoned and developed in accordance with this Agreement; WHEREAS, the parties agree to the zoning designations for the Property as provided in Exhibit A; WHEREAS, a Request for Annexation and Zoning of the Property to R-2-DA, was made as File No. AZ-21-12/DA-21-20, so that the City can review all the applications affecting the use and development of the Property in an integrated manner consistent with the City's Comprehensive Plan and land use ordinances, which applications were approved; WHEREAS, the intent of this Agreement is to protect the rights of Owner’s use and enjoyment of the Property while at the same time mitigating any adverse impacts of the development upon neighboring properties and the existing community and ensuring the Property is developed in a manner consistent with City Ordinances; THEREFORE, the City and Owner, for and in consideration of the mutual covenants, duties and obligations herein set forth, hereby agree as follows: ---PAGE BREAK--- Willowbrook Development Agreement Section 1. Legal Authority. This Agreement is made pursuant to and in accordance with the provisions of Idaho Code Section 67-6511A and Star City Code, Title 8, Chapter 1. Section 2. Development/Uses/Standards. 2.1 Development Acreage and Uses Permitted. As to the Property described on Exhibit A, Owner is allowed to develop the approximately 719.30 acres as follows: • Zoning Classification: The zoning classification of the Property shall be R-2-DA. • The Owner shall comply with all city ordinances relating to the Property except as otherwise provided herein. 2.2 Site Design. The Property shall be developed in substantial conformance with the approved Conceptual Master Plan, attached hereto and incorporated by reference herein as Exhibit B. Transitional lots shall be provided as required by City Council and incorporated by reference herein as Exhibit C. 2.3 Uses. • Residential – The Property is hereby approved for a maximum of 1,000 single-family residential lots (maximum residential density of 1.389 du/acre). • Commercial – The Property is hereby approved for a 175-acre golf course and associated clubhouse amenities including the clubhouse and accessory structures, pro shop, restaurant/bar and driving range. Any additional commercial uses on the Property may not proceed unless and until the Council approves a Preliminary Plat application and Planned Unit Development to incorporate Council’s additional conditions of approval on such subsequent applications and any updates to the Conceptual Master Plan. All future uses are subject to review requirements as stated within the Unified Development Code, unless specified within this Agreement. This approval shall be part of a new public hearing through City Council. 2.4 Setbacks. The development shall comply with the standard setbacks for the R-2 zoning designation based on the Unified Development Code in place at the time of preliminary plat approval unless exceptions are approved through a Planned Unit Development. ---PAGE BREAK--- Willowbrook Development Agreement 2.5 Additional Requirements: • All golf course details shall receive further review and approval through the CZC/Design Review Committee process. The architecture of the clubhouse and restaurant shall meet current City design review standards. • The golf course shall be hooked onto Star Sewer and Water District reclaimed water for application to the course at the time of availability through the Star Sewer and Water District. • Owner shall provide a minimum 10-acre Public School Site and a future Fire Station site within the development. Owner shall work with the Star Fire District on the location of the station. The Fire Station site and School site shall be deeded to the appropriate agency with the first phase of the residential development, if accepted by the agency at that time. • The development shall meet all requirements of the Star Fire District and Star Sewer and Water District. • The approval of this development adopts all recommended conditions of approval from ITD, ACHD & CHD4. An updated TIS shall be required with every phase within the Preliminary Plat. • Owner shall provide for one-half acre minimum residential lot sizes adjacent to all existing Hillsdale Estates Subdivision residential lots with matching lot lines as illustrated on Applicant’s Transitional Lot Exhibit, dated May 9, 2023, referenced herein as Exhibit C, as approved by Council. A minimum 25-foot setback for all new structures shall be provided adjacent to existing residential lots. • Provide a minimum 100-foot landscape buffer setback to proposed residential lots adjacent to Monument Ridge Subdivision as illustrated in Exhibit C. • Owner agrees to pay all proportionate shares and mitigation fees in place at the time of recordation of Development Agreement to include the following: o ITD Proportionate Shares - $1,000.00 per lot at final plat phasing pursuant to Section 2.6 below. o Star Fire District Mitigation Fees – $1,200.00 per lot at time of residential building permit. o Star Police Mitigation Fees – $1,120.00 per lot at time of residential building permit. • Owner shall pay an upfront mitigation fee of $370,000.00 for Star Police Department services. These fees shall be deducted from the ---PAGE BREAK--- Willowbrook Development Agreement future Star Police Mitigation Fees that are collected at the time of residential building permit. • The Development Agreement will be modified during the Preliminary Plat and Planned Unit Development in order to update or add any new conditions of approval that may be required by the City Council or other reviewing Agencies. • Wing Road will not be connected to the development from Beacon Light Road. • A traffic signal light at Hwy 44 and Can Ada Road shall be constructed by Owner prior to the first day of operation of the Golf Course and associated facilities. A latecomer’s agreement shall be entered between Owner and the City and/or CHD4 for future reimbursement. • Driving range hours of operation shall be from dawn to dusk with no lighting allowed. • This entire development shall adhere to the City “Dark Sky Initiative” for all lighting. All residential structures shall provide recessed outside lighting within the roof soffits. • Owner shall provide conduit for future fiber-optic services at the time of construction of the infrastructure of the development. • Future fire station lot shall be provided with all services during the construction of the development. • No rock-crushing of aggregate shall be allowed without future Conditional Use Permit approval from the City. • Owner shall construct a visual and sound barrier berm along the south side of the driving range. This shall be reviewed as part of the CZC application for the golf course. • All public pathways shall be deeded to the public through public access easements. Public pathways are typically constructed with solid surfaces. Further analysis of the future preliminary plat shall determine the construction type of individual pathways and shall be conditioned accordingly. • Safe school routes shall be designed within the preliminary plat to accommodate any future school site. • Owner shall comply with Section 8-4A-11 Grading and 8-6B-3 Developer’s Responsibilities for the development of the golf course and residential phases of the development. Owner shall comply with all dust mitigation requirements. A dust mitigation plan shall be required prior to start of any grading operations. 2.6 Proportionate Share Agreement for ITD Improvements. By signing this Development Agreement, Owner has agreed to participate in the ---PAGE BREAK--- Willowbrook Development Agreement costs of construction or improvements to the portions of the State Highway System within the City of Star and/or City of Star Area of City Impact. Owner will pay the City $1,000.00 per buildable residential lot within each phase prior to signature on the final plat for the applicable phase. The City will allocate the funds to roadway improvements in the vicinity of the project. Owner shall pay this amount (unless otherwise revised by ITD) directly to the City of Star. The City will maintain this contribution in a specific Development Contributions account, to be distributed to ITD when requested for use with a specific Idaho Transportation Improvement Plan (ITIP) project within the City of Star Area of City Impact or City Limits in accordance with the terms of the Intergovernmental Agreement between the Idaho Transportation Department and the City of Star dated April 22, 2020. 2.7 Changes and Modifications. No change in the use or restrictions specified in this Agreement shall be allowed or changed without modification of this Agreement pursuant to the requirements of the Star City Ordinances. In the event Owner changes or expands the use permitted by this Agreement or fails to comply with the restrictions without formal modification of this Agreement as allowed by the Star City Ordinances, Owner shall be in default of this Agreement. 2.8 Conditions, Bonding for Completion. All of the conditions set forth herein shall be complied with or shall be bonded for completion by Owner before an Occupancy permit will be granted. Failure to comply with the Star City Ordinances or the terms of this Agreement shall result in a default of this Agreement by Owner. Owner may be allowed to bond for certain conditions at one hundred and fifty percent (150%) of the estimated cost of completion pursuant to Star City Ordinances. Section 3. Affidavit of Property Owner. By signing this Agreement, Owner agrees to submit the Property to this Agreement and to the provisions set forth in Idaho Code section 67-6511A and Star Zoning Ordinance. Section 4. Default. The failure of Owner, its heirs or assigns or subsequent owners of the Property or any other person acquiring an interest in the Property, to faithfully comply with any of the terms and conditions of this Agreement shall be deemed a default herein. This Agreement may be modified or terminated by the Star City Council as set forth in the Star City Ordinances. In the event this Agreement is modified, Owner shall comply with the amended terms. Failure to comply with the amended terms shall result in default. In the event the City Council, after compliance with the requirements of the Star City Ordinances, determines that this Agreement shall be terminated, the zoning of the Property or portion thereof that has not been developed in accordance with this Agreement shall revert to an RR zoning designation. All uses of such property, which are not consistent with the prior zoning designation, shall cease. A waiver by the City of Star for any default by Owner of any one or more of the covenants or conditions hereof shall apply solely to ---PAGE BREAK--- Willowbrook Development Agreement the breach and breaches waived and shall not bar any other rights or remedies of the City or apply to any subsequent breach of any such or other covenants and conditions. Owner, by entering into this Agreement, does hereby consent to a reversion of the subject property to a RR zoning designation in the event there is an uncured default in the terms and/or conditions of this Agreement to the extent required by the City Council. Section 5. Unenforceable Provisions. If any term, provision, commitment or restriction of this Agreement or the application thereof to any party or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of the instrument shall remain in full force and effect. Section 6. Assignment and Transfer. After its execution, this Agreement shall be recorded in the office of the County Recorder at the expense of Owner. Each commitment and restriction on the development subject to this Agreement, shall be a burden on the Property, shall be appurtenant to and for the benefit of the Property and shall run with the land. This Agreement shall be binding on the City and Owner, and their respective heirs, administrators, executors, agents, legal representatives, successors and assigns: provided, however, that if all or any portion of the Property is divided, each owner of a legal lot shall only be responsible for duties and obligations associated with an owner's parcel and shall not be responsible for duties and obligations or defaults as to other parcels of lots within the Property. The new owners of the Property or any portion thereof (including, without limitation, any owner who acquires its interest by foreclosure, trustee's sale or otherwise) shall be liable for all commitments and other obligations arising under this Agreement with respect only to such owner's lot or parcel. Section 7. General Matters. 7.1 Amendments. Any alteration or change to this Agreement shall be made only after complying with the notice and hearing provisions of Idaho Code Section 67- 6509, as required by Star City Code. 7.2 Paragraph Headings. This Agreement shall be construed according to its fair meaning and as if prepared by both parties hereto. Titles and captions are for convenience only and shall not constitute a portion of this Agreement. As used in this Agreement, masculine, feminine or neutral gender and the singular or plural number shall each be deemed to include the others wherever and whenever the context so dictates. 7.3 Choice of Law. This Agreement shall be construed in accordance with the laws of the State of Idaho in effect at the time of the execution of this Agreement. Any action brought in connection with this Agreement shall be brought in a court of competent jurisdiction located in Ada County, Idaho. 7.4 Notices. Any notice which a party may desire to give to another party must be in writing and may be given by personal delivery, by mailing the same by registered or ---PAGE BREAK--- Willowbrook Development Agreement certified mail, return receipt requested postage prepaid, or by Federal Express or other reputable overnight delivery service, to the party to whom the notice is directed at the address of such party set forth below. Star: City of Star Attn: City Clerk P.O. Box 130 Star, ID 83669 Owner: Willowbrook Development, Inc. Attn: Richard M. Phillips 210 Murray Street Garden City, ID 83714 and with copy to: Deborah Nelson Givens Pursley LLP 601 W. Bannock Street Boise, ID 83702 7.5 Effective Date. This Agreement shall be effective after delivery to each of the parties hereto of a fully executed copy of this Agreement. 7.6 Attorney Fees. Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorney fees as determined by a court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. [end of text; signatures and exhibits follow] ---PAGE BREAK--- Willowbrook Development Agreement IN WITNESS WHEREOF, the parties have hereunto caused this Agreement to be executed on the day and year set forth below. Dated this day 2023. Trevor A. Chadwick, Mayor ATTEST: Jacob M. Qualls, City Clerk ---PAGE BREAK--- ---PAGE BREAK--- Willowbrook Development Agreement – Exhibit A EXHIBIT A Property Legal Description and Depiction ---PAGE BREAK--- Willowbrook Development Agreement – Exhibit A ---PAGE BREAK--- Willowbrook Development Agreement – Exhibit A ---PAGE BREAK--- Willowbrook Development Agreement – Exhibit A ---PAGE BREAK--- Willowbrook Development Agreement – Exhibit A ---PAGE BREAK--- Willowbrook Development Agreement – Exhibit A ---PAGE BREAK--- Willowbrook Development Agreement – Exhibit A ---PAGE BREAK--- Willowbrook Development Agreement – Exhibit A ---PAGE BREAK--- Willowbrook Development Agreement – Exhibit A ---PAGE BREAK--- Willowbrook Development Agreement – Exhibit A ---PAGE BREAK--- Willowbrook Development Agreement – Exhibit A ---PAGE BREAK--- Willowbrook Development Agreement – Exhibit A ---PAGE BREAK--- Willowbrook Development Agreement – Exhibit A ---PAGE BREAK--- Willowbrook Development Agreement – Exhibit A ---PAGE BREAK--- Willowbrook Development Agreement – Exhibit A ---PAGE BREAK--- Willowbrook Development Agreement – Exhibit A ---PAGE BREAK--- Willowbrook Development Agreement – Exhibit B EXHIBIT B Conceptual Master Plan ---PAGE BREAK--- Willowbrook Development Agreement – Exhibit C EXHIBIT C Transitional Lots THIS EXHIBIT C IS INTENDED BY THE PARTIES TO BE IN COLOR, AND THE ORIGINAL AND ALL COPIES SHALL BE IN COLOR.