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HomeMy WebLinkAboutRexburg Madison County Joint Land Agreement JOINT LAND OWNERSHIP, MAINTENANCE, AND USE AGREEMENT Between the City of Rexburg, Idaho and Madison County, Idaho Dated: April ___, 2026 Recitals WHEREAS, the City of Rexburg, Idaho, a municipal corporation organized and existing under the laws of the State of Idaho ("City"), and Madison County, Idaho, a political subdivision of the State of Idaho ("County"), are collectively referred to herein as the "Parties"; WHEREAS, the Parties have jointly entered into a purchase agreement for certain real property located in Rexburg, Madison County, Idaho, with each Party contributing Six Hundred Fifty Thousand Dollars ($650,000.00) toward the total purchase price, for an aggregate purchase price of One Million Three Hundred Thousand Dollars ($1,300,000.00); WHEREAS, the Parties intend to hold the Property as joint owners and to cooperate in its maintenance, scheduling, and eventual disposition or division; WHEREAS, the Parties desire to memorialize their agreement regarding ownership, maintenance obligations, capital improvements, scheduling of use, rights of first refusal, and the procedure for any future division or sale of the Property; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: SECTION 1. Definitions For purposes of this Agreement, the following terms shall have the meanings set forth below: 1.1 "Agreement" means this Joint Land Ownership, Maintenance, and Use Agreement, including all Exhibits attached hereto. 1.2 "City" means the City of Rexburg, a municipal corporation organized under the laws of the State of Idaho. 1.3 "County" means Madison County, Idaho, a political subdivision of the State of Idaho. 1.4 "Parties" means the City and the County, collectively. 1.5 "Property" means the real property jointly purchased by the Parties, the legal description of which is attached hereto as Exhibit A and incorporated herein by reference. 1.6 "Purchase Price" means the total consideration paid by the Parties for the Property, being One Million Three Hundred Thousand Dollars ($1,300,000.00), with each Party having contributed Six Hundred Fifty Thousand Dollars ($650,000.00). 1.7 "Capital Improvements" means any non-routine expenditure for improvements to the Property, including but not limited to irrigation system upgrades, grading, paving, drainage improvements, utility extensions, or permanent structures, but excluding routine maintenance and repair. 1.8 "Default Division" means the division of the Property as depicted and legally described in Exhibit B, which shall apply in the event the Parties are unable to negotiate an alternative division as provided herein. sECTION 2. Joint Ownership 2.1 Joint Ownership. The Parties shall hold title to the Property as tenants in common, with each Party holding an undivided one-half (1/2) interest in the Property. The Parties do not intend, as of the date of this Agreement, to subdivide or partition the Property into separately titled parcels. The Parties acknowledge that the Property will be maintained and used as a unified parcel unless and until division is accomplished in accordance with Section 5 of this Agreement. 2.2 No Unilateral Encumbrance. Neither Party shall mortgage, pledge, or otherwise encumber its interest in the Property without the prior written consent of the other Party. 2.3 No Unilateral Conveyance. Neither Party shall sell, transfer, assign, or otherwise convey all or any portion of its undivided interest in the Property to any third party without first complying with the right of first refusal provisions set forth in Section 6 of this Agreement. SECTION 3. Maintenance and Utilities 3.1 Maintenance Responsibilities. The City shall be responsible for all routine maintenance of the Property, including but not limited to mowing, fertilizing, irrigation system operation and routine repair, snow removal, litter control, and general upkeep of any landscaping and green space. The City shall track all maintenance costs incurred and shall bill the County for the County's proportionate share (fifty percent (50%)) of such costs on an annual basis, no later than January 31 of each year for costs incurred during the prior calendar year. The County shall remit payment within thirty (30) days of receipt of an itemized invoice. 3.2 Utilities. The Parties acknowledge that the current water and irrigation service to the Property may require reconfiguration, including the installation of one or more new meters, to accommodate joint ownership. The Parties agree to cooperate in good faith to establish appropriate utility accounts and service arrangements for the Property. Until such reconfiguration is completed, costs for water and related utilities shall be tracked by the City and billed to the County at fifty percent (50%) as part of the annual maintenance billing described in Section 3.1. 3.3 Capital Improvements. Any proposed Capital Improvement to the Property shall require the prior written consent of both Parties before work commences. The cost of approved Capital Improvements shall be divided equally between the Parties (fifty percent (50%) each). The Parties shall make best efforts to offset Capital Improvement costs by utilizing existing personnel and equipment from their respective City and County workforces before engaging outside contractors, thereby reducing the out-of-pocket cost to each Party. 3.4 Disputed Costs. If either Party disputes any charge included in an annual maintenance bill or Capital Improvement cost allocation, the disputing Party shall notify the other Party in writing within thirty (30) days of receipt of the invoice. The Parties shall negotiate in good faith to resolve any such dispute within sixty (60) days of notice. SECTION 4. Scheduling and Use of Property 4.1 Coordination by City Parks Department. The City's Parks and Recreation Department shall be responsible for scheduling and coordinating all permitted uses of the Property by third parties, community organizations, or the general public. This includes, without limitation, special events, recreational activities, farmers markets, and any other programming on the Property. 4.2 Revenue Sharing. Any revenue collected by the City in connection with permitted uses, events, or activities on the Property shall be divided equally between the Parties, with fifty percent (50%) retained by the City and fifty percent (50%) remitted to the County on an annual basis, no later than January 31 of each calendar year, accompanied by a written accounting of all revenue received. 4.3 County Use. The County shall have reasonable access to the Property for its own governmental purposes, subject to prior coordination with the City's Parks and Recreation Department to avoid scheduling conflicts. SECTION 5. Future Division of Property 5.1 Intent to Remain Undivided. As of the date of this Agreement, the Parties do not intend to subdivide or partition the Property. The Parties may, at any time, by mutual written agreement, negotiate and effect a division of the Property on such terms as they may agree. 5.2 Initiation of Division Negotiations. If either Party desires to negotiate a formal division of the Property, that Party shall deliver a written Letter of Intent to the other Party describing its proposed division. Upon delivery of such Letter of Intent, the Parties shall have ninety (90) days (the "Negotiation Period") to negotiate and execute a mutually agreeable written division agreement. The Negotiation Period may be extended by mutual written consent of the Parties for one or more additional periods of up to ninety (90) days each. 5.3 Default Division. If the Parties are unable to reach a mutually agreeable written division agreement within the Negotiation Period (as may be extended), the Property shall be divided in accordance with the Default Division depicted and described in Exhibit B. The Default Division is intended to provide each Party with an approximately equal share of the Property by area, with each Party receiving frontage on a public street, as further described in Exhibit B. Upon the occurrence of a Default Division, the Parties shall cooperate to obtain any necessary surveys, legal descriptions, and governmental approvals to effectuate the division, with costs divided equally. 5.4 No Bootstrapping. Neither Party shall unreasonably delay, condition, or withhold its participation in division negotiations so as to prevent, frustrate, or indefinitely defer the other Party's ability to use, develop, or dispose of its share of the Property. The intent of this Agreement is that neither Party shall hold the other hostage to inaction. SECTION 6. Right of First Refusal 6.1 General Right. If either Party (the "Offering Party") desires to sell, transfer, or otherwise convey all or any portion of its interest in the Property (whether before or after division pursuant to Section 5), the Offering Party shall first offer such interest to the other Party (the "Non-Offering Party") in accordance with this Section 6. 6.2 Notice of Offer. The Offering Party shall deliver written notice to the Non-Offering Party describing: (a) the interest proposed to be conveyed; (b) the proposed purchase price calculated in accordance with Section 6.3; and (c) any material terms of the proposed transaction. 6.3 Purchase Price Calculation. The purchase price for any interest subject to a right of first refusal under this Article shall be calculated as follows: (a) Base Price: Each Party's base price shall be Six Hundred Fifty Thousand Dollars ($650,000.00), representing that Party's contribution to the original Purchase Price. (b) Accrual: The Base Price shall accrue at a rate of four percent (4%) per annum, simple interest, from the date of closing of the original purchase of the Property through the date of the Notice of Offer. (c) Cap at Fair Market Value: In no event shall the purchase price determined under this Section exceed the then-current fair market value of the interest being conveyed, as established by a joint appraisal obtained pursuant to Section 6.4. (d) Post-Division: If the Property has been divided pursuant to Section 5, the purchase price for the Offering Party's separate parcel shall be calculated as provided above, with the Base Price being Six Hundred Fifty Thousand Dollars ($650,000.00), subject to the fair market value cap established by appraisal. 6.4 Appraisal. To establish the fair market value cap under Section 6.3(c), the Parties shall jointly commission an independent MAI-certified appraiser to appraise the interest being offered. The cost of the appraisal shall be shared equally by the Parties. The appraiser shall be selected by mutual agreement of the Parties within fifteen (15) days of the Notice of Offer; if the Parties cannot agree on an appraiser, each Party shall select one appraiser, and those two appraisers shall jointly select a third appraiser to conduct the appraisal. 6.5 Exercise Period. The Non-Offering Party shall have forty-five (45) days from receipt of the Notice of Offer (and receipt of the appraisal, if applicable) to elect to purchase the offered interest at the price determined under Section 6.3 by delivering written notice of exercise to the Offering Party. Failure to deliver timely written notice of exercise shall constitute a waiver of the right of first refusal as to that transaction. 6.6 Closing. If the Non-Offering Party timely exercises the right of first refusal, the Parties shall close the conveyance within sixty (60) days of such exercise, or such other date as the Parties may agree in writing. 6.7 Sale to Third Party. If the Non-Offering Party waives or fails to timely exercise the right of first refusal, the Offering Party may proceed to sell or convey the offered interest to a third party, provided that: (a) the terms of such third-party transaction are no more favorable to the third party than the terms offered to the Non-Offering Party; and (b) any conveyance shall be subject to this Agreement, including the rights and obligations of the Non-Offering Party as a co-owner or as owner of the adjacent parcel following any division. Any subsequent sale at materially different terms shall require a new notice and exercise period under this Article. 6.8 Survival of Right. The right of first refusal set forth in this Section shall run with the land and shall be binding upon the Parties, their successors, and assigns for so long as any portion of the Property remains under joint ownership, or for so long as the Default Division parcels continue to be held by separate governmental entities, as applicable. SECTION 7. General Provisions 7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without regard to its conflict of laws principles. Any legal proceeding arising under or related to this Agreement shall be brought exclusively in the District Court of the Seventh Judicial District of the State of Idaho, in and for Madison County. 7.2 Idaho Municipal Law Compliance. Each Party shall comply with all applicable Idaho statutory and constitutional requirements governing the ownership, maintenance, and disposition of public property, including but not limited to any appraisal requirements applicable to county property under Idaho law. To the extent any provision of this Agreement conflicts with applicable Idaho law, the applicable law shall control, and the Parties agree to promptly amend this Agreement to bring it into compliance. 7.3 Authority. Each Party represents and warrants that it has full legal authority to enter into this Agreement, that the execution of this Agreement has been duly authorized by its respective governing body, and that this Agreement constitutes a valid and binding obligation of such Party. 7.4 Entire Agreement. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether oral or written. This Agreement may not be amended except by a written instrument signed by authorized representatives of both Parties. 7.5 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be delivered by: (a) personal delivery; (b) nationally recognized overnight courier; or (c) certified mail, return receipt requested, postage prepaid, addressed as follows: If to the City: City of Rexburg, Idaho Attn: City Attorney 35 N. 1st East Rexburg, ID 83440 If to the County: Madison County, Idaho Attn: County Commissioners 134 E. Main Street Rexburg, ID 83440 Either Party may change its notice address by written notice to the other Party in accordance with this Section. 7.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes of this Agreement. 7.7 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions shall not be affected or impaired. 7.8 Waiver. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of such right, power, or remedy. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party. 7.9 Recording. This Agreement, or a memorandum thereof, may be recorded in the real property records of Madison County, Idaho, at the election of either Party, with the cost of recording shared equally. SIGNATUES IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. CITY OF REXBURG, IDAHO By: __________________________ Jerry Merrill, Mayor City of Rexburg Date: _________________________ Attest: ________________________ Deborah Lovejoy, Rexburg City Clerk MADISON COUNTY, IDAHO By: ___________________________ Todd Smith, Chair Board of Madison County Commissioners Date: __________________________ Attest: _________________________ Kim Muir, Madison County Clerk EXHIBIT A Legal Description of Property [INSERT COMPLETE LEGAL DESCRIPTION OF THE JOINTLY PURCHASED PARCEL HERE, AS DESCRIBED IN THE DEED AND CONFIRMED BY SURVEY.] EXHIBIT B Default Division of Property In the event the Parties are unable to negotiate an alternative division agreement pursuant to Section 5 of this Agreement, the Property shall be divided as follows: City Parcel: The eastern one-half (1/2) of the Property, with frontage on 1st North, as depicted on the map attached below. County Parcel: The western one-half (1/2) of the Property, with frontage on 1st West, as depicted on the map attached below. Each parcel shall consist of approximately equal area. The precise legal descriptions for each parcel shall be prepared by a licensed Idaho land surveyor at the time of division, with the cost divided equally by the Parties. 2 Joint Land Ownership and Maintenance Agreement