HomeMy WebLinkAboutDonation Agreement_Verbena_Ranch_9.27.24
Donation Agreement - 1
VALLIVUE SCHOOL DISTRICT #139
Donation Agreement
(Cash, Cash Equivalents and Personal Property)
This Donation Agreement (“Agreement”) is made on this ____ day of ________________,
2024, and entered into by and between Toll West Inc., a Delaware corporation, whose address is
1140 Virginia Drive, Fort Washington, PA 19034 (“Donor”) and Vallivue School District #139
(“District”), a political subdivision of the State of Idaho.
AGREEMENT
1. Donated Property. Subject to the terms and conditions of this Agreement, Donor
agrees to transfer by gift or grant to District a one-time payment of TWO HUNDRED AND
EIGHTY-NINE THOUSAND DOLLARS ($289,000.00) (the “Donated Property”). District
covenants to use the Donated Property only for the following purposes: (i) to improve, renovate,
or expand existing facilities; (ii) to construct new facilities in order to mitigate enrollment growth;
or (iii) to purchase real property to be used as future school sites.
2. Project Mitigation. The donation of the Donated Property is given freely, but is
intended by Doner to mitigate the impact of a multi-phase residential development within the
District’s boundary commonly known as Verbena Ranch (the “Project”), which Project, if
approved by the local land use jurisdiction, will have an impact on the District’s enrollments and
provision school facilities.
a. Impact. The Project will consist of approximately 578 market rate
residential units and 464 senior living units (55+), which senior living lots are not
anticipated to impact the District, on a total of approximately 282.5 acres fronting on W.
Homedale Road between S. Montana Avenue and Bear Avenue.
b. Voluntary Donation. Donor agrees to donate to the District the Donated
Property, which is estimated to be approximately Five Hundred Dollars ($500.00) for each
market rate residential unit anticipated in the Project. Donor acknowledges and agrees such
donation is freely and voluntarily given.
c. Time and Manner of Donation. The donation of the Donated Property to
the District shall be paid in a one (1) time payment promptly following the recording of the
first final plat within the Project with the Canyon County, Idaho recorder (the “Donation
Event”). This will ensure the Donated Property is available to the District early on in the
Project and prior to any of the enrollment impacts.
d. Succession of Donation Obligation. This Agreement and Donor’s rights
and obligations hereunder shall be fully assignable and delegable to any assignee which
takes title to the Project. The obligation to pay the donation shall be that of the Donor as
the Project developer, and should Donor sell or convey its land or interest therein to a third
party, or should Donor terminate its rights to the Project, then the obligation to pay such
fee shall be that of Donor’s successors or assignees. Donor shall take all appropriate steps
to notify its successors and assignees of the obligation to pay the education donation to the
District. Should Donor acquire fee title to lots and then sell or convey lots prior to securing
building permits, Donor covenants to District to require its successors or assignees to
assume the obligation to pay the donation to the District.
Docusign Envelope ID: 2790F142-C2BC-42A2-B365-367E0E666658
September 26.00
Donation Agreement - 2
3. Gift. In the event the Donation Event is triggered, Donor covenants to irrevocably
give, deliver, transfer, and assigns to the District all rights, title, and interest in and to the Donated
Property and understands that these assets shall become the property of the District which shall
have the sole legal right to determine their disposition, except as may be otherwise set forth herein.
All gifts, bequests and devises to the District are subject to acceptance by the District and shall be
irrevocable once accepted by the District.
4. Administrative Provisions. Notwithstanding anything in this Agreement to the
contrary, the District shall hold all donations subject to the provisions of applicable Idaho law.
5. Governing Law. This Agreement shall be interpreted and enforced in accordance
with the laws of the State of Idaho without reference to any conflict of laws provisions.
6. Authority. The undersigned representatives each certify that they are authorized
by the party they represent to execute this Agreement.
7. Termination. The Parties acknowledge and agree that land use entitlement
applications are currently pending before the City of Caldwell, Idaho the approval of which are
necessary for the Project to be approved and built. In the event the City of Caldwell denies the
Project applications or unreasonably conditions the Project applications such that Donor elects not
to proceed with the Project, this Agreement shall automatically terminate, in which event all rights
and obligations of the Parties under this Agreement shall terminate and be of no further force or
effect, except to the extent the same expressly survive the termination hereof.
8. No Representations. The Donor acknowledges that federal law and IRS
guidelines apply to the gift made, that the District has not made any representations to Donor
regarding the tax consequences of such gift, and that the Donor is responsible for consulting with
his/her/its own tax advisor regarding any tax consequences resulting from such gift.
Notwithstanding the forgoing sentence, District understands and agrees that Donor may be entitled
to claim a charitable contribution deduction under Internal Revenue Code § 170. It is further agreed
and understood that District has not provided, and will not be required to provide, any goods,
services, or other thing of value to Donor in connection with the donation contemplated by this
Agreement. This Agreement and the related documents will be deemed a contemporaneous written
acknowledgment for purposes of the substantiation requirements of Internal Revenue Code § 170
and Treas. Reg. § 1.170A-13(f). District agrees to provide further information or documentation
as Donor may reasonably request from time to time in order to claim a charitable deduction under
Internal Revenue Code § 170, including, but not limited to, the execution of IRS Form 8283
(Noncash Charitable Contribution) to acknowledge receipt of the Donated Property.
9. Amendments. This Agreement may be amended in writing signed by both parties.
Any such amendments shall be attached as an Addendum to this Agreement.
[end of text; Signature pages follow]
Docusign Envelope ID: 2790F142-C2BC-42A2-B365-367E0E666658
Donation Agreement - 3
Signature of Donor Date
Print Name Title
For District Use
Approved Date
Not Approved Date
Signature of District Official Date
Print Name Title
Docusign Envelope ID: 2790F142-C2BC-42A2-B365-367E0E666658
Ryan Hammons
09-26-2024
Idaho Division President
Joseph Palmer
09-27-2024
Assistant Superintendent