RESOLUTION NO. 17-6<? AIRPORT - SANDPOINT AUTHORIZATION TO PURCHASE REAL PROPERTY AND SETTLE CLAIMS WHEREAS, Resolution 17-55 was adopted on June 20, 2017 authorizing the Clerk to transfer $135,000.00 from the General Fund Cash to the Grant Fund Cash; and WHEREAS, Idaho Code 31-807 provides that the Board ofcounty Commissioners may purchase real property necessary for the use ofthe county; and WHEREAS, Idaho Code 31-810 provides that the Board ofcounty Commissioners may settle accounts legally chargeable against the county; and WHEREAS, the funds for the acquisition and settlement have been approved and transferred; and WHEREAS, county counsel have performed a legal analysis, approved the acquisition and settlement ofclaims against the county, and recommend consummating the proposed agreement. NOW, THEREFORE, BE IT RESOLVED that the Board ofcommissioners of Bonner County, Idaho hereby authorize the Davillier Law Group, LLC and the Bonner County Airports Director to negotiate and execute the proposed acquisition and settlement ofclaims relating to the parcel located in Grandview Estates that is needed for ftiture expansion ofthe airport. ADOPTED as a Resolution ofthe Board ofcommissioners ofbonner County upon which a majority vote was had on the 11"' day of July, 2017. BONNER COUNTY BOARD OF COMMISSIONERS ^ X- ATTEST: Michael W. Rosedale Daniel McDonald, Commissioner By c 4//m Jeff Connolly, Commissioner
Outside Civil Counsel Colton Boyles, Esq. Davillier Law Group, LLC 212 N First Avenue, Suite 303 Sandpoint, Idaho 83863 1907 ES -Airport Item # 1 7/6/2017 7/11/17 meeting EXECUTIVE SESSION MEMORANDUM To: Re: Commissioners Sandpoint Airport - Real Estate Acquisition and Claim Settlement Resolution Grandview Estates/Harlicker Land Acquisition and Claim Settlement Description: The Davillier Law Group, LLC has drafted a proposed settlement agreement governing the acquisition of the Harlicker Parcel that is located near the northwest end of the Sandpoint Airport in Grandview Estates. The document also includes provisions to mutually release and settle all claims related to the acquisition ofthe parcel that is needed for future expansion and continued safe operation of the Sandpoint Airport. This resolution authorizes the Davillier Law Group, LLC and the Bonner County Airports Director to negotiate and execute real property acquisition pursuant to Idaho Code 31-807, and settle related claims arising from the transaction and occurrence pursuant to I.C. 31-810. Please also see the accepted executive session memorandum dated June 20, 2017 and Resolution No. 17-55 providing for the necessary budget adjustment for this transaction. Distribution: Original to Julie Halliday. D A suggested motion would be: Mr. Chairman based on the information before us I move to approve Resolution 17-_^^, authorizing outside county counsel and the Airports Director to negotiate and execute real property acquisition and to settle related claims for the Harlicker parcel located in Grandview Estates. Recommendation Acceptance: yes no Date: Commissioner Glen Baj^y, Chairman
SETTLEMENT, WAIVER, AND MUTUAL RELEASE This Purchase and Sale Agreement, Resolution, Settlement, Waiver and Mutual Release (hereinafter, the "Agreement") dated July 12., 2017, is entered into by and among Bonner County, a pohtical subdivision ofthe State of Idaho (the "County"); and Richard D. Harlicker and Kelly Harlicker, husband and wife, (collectively referred to herein as "Grantor"). The County and Grantor are collectively referred to herein as the "Parties". WHEREAS, certain disputes and differences (hereinafter referred to as the "Dispute") have arisen between the Parties related to the real property described in Exhibit A as OPEN AREA RESERVED FOR FUTURE AIRPORT ACQUISITION (the "Parcel"); and WHEREAS, in reliance on the representations and conditions set forth in Section 2 below relating to the County's and the public's right to use, in accordance with all applicable laws and regulations, the Parcel and the Sandpoint Airport, the Parties desire fully and finally to resolve and to settle the Dispute, and to forever waive all potential litigation, and to fully and fmally resolve all other disputes and differences between them, and to forever release one another from any future claims they may have related in any way to the Dispute, according to the terms and conditions set forth in this Agreement. 1. Mutual Releases. (a) Effective upon conditions met as provided in Section 2 below, the Parties, on behalfof themselves, and all persons or entities claiming by, through or under them, and their respective heirs, successors and assigns, hereby irrevocably, fully, completely and finally waive, release, remise, acquit, and forever discharge and covenant not to sue the other Party, as well as the other Party's respective representatives, and agents, with respect to any and all claims, demands, suits, manner of obligation, debt, liability, tort, covenant, contract, or causes of action of any kind whatsoever, whether at law or in equity, or in contract, tort or any other theory of liability, they may now have or at any time may ever have had, arising out of or in any way relating to the Dispute, and all allegations, claims, causes of action and defenses asserted accordingly therein. The Parties warrant and represent that they have not assigned or otherwise transferred any claim or cause ofaction released by this Agreement. (b) The Parties hereby acknowledge and agree that these releases are GENERAL RELEASES. The Parties expressly waive and assume the risk of any and all claims for damages related to any litigation that may exist as ofthis date, but which they do not know or suspect to exist, whether through ignorance, oversight, error, negligence, or otherwise, 1
and which, if known, would materially affect either Party's decision to enter into this Agreement. The Parties expressly acknowledge that this waiver of claims includes any claims for any alleged fraud, deception, concealment, misrepresentation or any other misconduct of any kind in procuring this Agreement. The Parties specifically do not, however, waive or release any claim that may arise for breach ofthis Agreement. 2. Conditions (a) WarrantyDeed. Grantors agree to executea warrantydeed granting, bargaining, selling, and conveying unto the County the Parcel as more fully described below in fee simple. This conveyance will constitute consideration for release by the County. (i) Required Language. The warranty deed shall specifically contain the following language, or similar language to the same effect: "TO HAVE AND TO HOLD the said premises, with its appurtenances, unto the said Grantee, and to the Grantee's heirs and assigns forever. And the said Grantor does hereby covenant to and with the said Grantee, that the Grantor is the owner in fee simple of said premises; that said premises are free from all encumbrances except current years taxes, levies, and assessments, and except U.S. patent reservations, restrictions, easements ofrecord and easements visible upon the premises, and that Grantor shall warrant and defend the same from all claims whatsoever." (b) Consideration. In consideration for and exchange of the fee grant of the Parcel, and other covenants contained herein, and as mutual settlement, release, and waiver ofclaims against the County and Grantors, the County shall pay Grantors as follows: (i) Consideration for the Parcel. The County agrees to pay to the Grantor the sum of$37,940.00, the appraised price for the Parcel as reflected in the February 2,2016 appraisal performed by David Noonan pursuant to Idaho Code 31-807. (ii) Consideration for Release. The County agrees to pay to the Grantor the sum of $87,060.00 for the general release by Grantors according to the terms, conditions, and covenants contained herein. (Hi) Payment of Legal Fees. The County agrees to pay the sum of $2,000.00 to Grantor's attorney, Featherston Law Firm, CHTD, for attorney fees in pursuing the Dispute pursuant to Idaho Code 31-810. (iv) Pavment ofclosing Costs. The County agrees to pay the closing costs ofthe real estate transaction for the Parcel which is estimated to be approximately $1,173.00. The County will pay closing costs directly to the entity to which closing costs are incurred. Closing costs shall not be payable to the Grantor unless Grantor incurs closing costs by prior written approval and request by the Bonner County Airports Director or the County. The sum ofclosing costs are not included in the amount as calculated in (v) below but are considered by the parties to be bargained for consideration for the general release. (v) Total Sum to be Paid by Coimty. The total sum payable by County to Grantor under this Agreement shall be $127,000.00. (c) Grantor to Fullv Execute. Grantor shall, on receipt ofnotice from the County, sign, or cause to be signed, all further documents, do, or cause to be done, all fiuther acts, and 2
provide all assurances as reasonably necessary or desirable to give effect to the terms of this Agreement. 3. Preclusion offiling and/or Dismissal oflawsuit. The Parties agree that they have not and will not file any claim related to the Dispute that is the subject of this agreement, and if a lawsuit is filed, that within three (3) business days the Parties will file a Joint Motion to Dismiss the Litigation with prejudice. 4. No Admission ofliability. Neither the payment ofany sums nor the execution ofthis Agreement shall be construed as an admission of liability or fault by any Party. Any and all Uability is expressly denied by all Parties. 5. Confidentiality. The Parties and their respective counsel represent and agree that they will keep the terms and conditions ofthis Agreement confidential to the maximum extent permitted by law. 6. Authority. The Parties represent and warrant that they possess full authority to enter into this Agreement and to lawfully and effectively release the opposing Party as set forth herein, free of any rights ofsettlement, approval, subrogation, or other condition or impediment. This undertaking includes specifically, without limitation, the representation and warranty that no third party has now acquired or will acquire rights to present or pursue any claims arising from or based upon the claims that have been released herein. 7. Entire Agreement. The Parties represent and agree that no promise, inducement, or agreement other than as expressed herein has been made to them and that this Agreement is fully integrated, supersedes all prior agreements and understandings, including without limitation, any other agreement between the Parties, and contains the entire agreement between the Parties. 8. Voluntary and Informed Assent. The Parties represent and agree that they each have read and fully understand this Agreement, that they are fully competent to enter into and sign this Agreement, and that they are executing this Agreement voluntarily,free ofany duress or coercion. 9. Governing Law and Jurisdiction. The laws of the State of Idaho, except Idaho choice of law provisions, shall apply to and control any interpretation,construction,performance or enforcement ofthis Agreement. The Parties agree that the exclusivejurisdiction for any legal proceeding arising out ofor relating to this Agreement shall be the First Judicial District Court in and for the County of Bormer, and all Parties hereby waive any challenge to or defenses based upon personal jurisdiction or venue in that court, including but not limited toforum non-conveniens. 10. Attorneys' Fees and Costsfor Breach. The prevailing Party in any action to enforce or interpret this Agreement is entitled to recover from the other Party its reasonable attorneys' fees and costs. IL Construction. The Parties have equally participated in the drafting of this Agreement. Any uncertainty or ambiguity shall not be interpreted against any one Party. 3
12. Modification. No oral agreement, statement, promise, undertaking, understanding, arrangement, act or omission ofany Party, occurring subsequent to the date hereofmay be deemed an amendment or modification of this Agreement unless reduced to writing and signed by the Parties hereto or their respective successors or assigns. 13. Severability. The Parties agree that if, for any reason, a provision of this Agreement is held unenforceable by any court of competent jurisdiction, this Agreement shall be automatically conformed to the law, and otherwise this Agreement shall continue in full force and effect. 14. Number. Whenever applicable within this Agreement, the singular shall include the plural and the plural shall include the singular. 15. Headings. The headings ofparagraphs herein are included solely for convenience ofreference and shall not control the meaning or interpretation ofany of the provisions ofthis Agreement. 16. Counterparts. This Agreement may be executed in several counterparts and all counterparts so executed shall constitute one agreement binding on all Parties hereto, notwithstanding that all the Parties are not signatories to the original or the same counterpart. Facsimile or digital signatures shall be accepted the same as an original signature. A photocopy of this Agreement may be used in any action brought to enforce or construe this Agreement. 17. No Waiver. No failure to exercise and no delay in exercising any right, power or remedy under this Agreement shall impair any right, power or remedy which any Party may have, nor shall any such delay be construed to be a waiver of any such rights, powers or remedies or an acquiescence in any breach or default under this Agreement, nor shall any waiver of any breach or default of any Party be deemed a waiver ofany default or breach subsequentlyarising. Dated this day ofapril, 2017. Bonner County By: Jim Kaiser (signature) 4
Its: Director ofbonner County Airports Bonner County, Idaho STATE OF Idaho ) ss. COUNTY OF Bonner ) On this day ofjuly, 2017, before me, a Notary Public in and for said State, personally appeared Jim Kaiser, known or identified to me to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same. Notary Public for the State ofidaho Residing at: My Commission Expires: By: Its: (signature 5
Richard D. Harlicker By:. Its: Kelly Harlicker STATE OF Idaho ) ss. COUNTY OF Bonner ) On this day ofjuly, 2017, before me, a Notary Public in and for said State, personally appeared Richard D. Harlicker and Kelly Harlicker, known or identified to me to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same. Notary Public for the State ofidaho Residing at: My Commission Expires: Exhibit "A" PARCEL: [insert legal description] [attach subdivion plat as recorded Instrument No. 678639 or as amended] 6