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Home My WebLink AboutURA RES 2022-19RESOLUTION NO. 2022- ( C1 A RESOLUTION OF THE CALDWELL URBAN RENEWAL AGENCY AUTHORIZING THE EXECUTION OF THE SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT WITH MUSSELL CONSTRUCTION, INC. BE IT HEREBY RESOLVED by the Caldwell Urban Renewal Agency authorizes the acceptance of the agreement made part hereof and set forth in fill. PASSED BY THE CALDWELL URBAN RENEWAL AGENCY this I Ith day of March, 2022. APPROVED BY THE CHAIRMAN OF THE URBAN RENEWAL AGENCY OF THE CITY OF CALDWELL on this 1 I1h day of April, 2022. ATTEST: SECRETARY SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT AG REEMEN This Second Amendment to Disposition and Development Agreement ("Amendment") is entered into on this 1 l" day of April 2022 ("Effective mate") by and between The Urban Renewal Agency of the City of Caldwell, Idaho, an independent public body corporate and politic, of 411 Blaine St., Caldwell, Idaho 83605 t"Agency") and Mussell Construction, Inc., an Idaho business corporation, of 320 1 Ph Ave. So., Ste 207, Nampa, Idaho 83651 t"Developers"). Agency and Developer may be individually referred to as a "Party„ and collectively referred to as the "Parties." Agency and Developer agree as follows: RECITALS WHEREAS, Agency previously acquired ownership of real property located at 711 Cleveland Blvd. and 306 S. Kimball Ave in downtown Caldwell ("Property"); and WHEREAS, Agency issued a Request for Proposals pursuant to Idaho Code §50-2011(b) for redevelopment of the Property, Developer responded to the Request far Proposals,. and Agency selected Developer to redevelop the Property; and WHEREAS, the Parties previously entered into a Disposition and Development Agreement CVDA") that provides, among other things, for the eventual redevelopment by, and transfer of, the Property to Developer; and WHEREAS, the portion of the Property located at 306 S. Kimball ("Kimball Property") is intended for dedicated parking associated with the primary events center building located at 711 Cleveland Blvd. C'Cleveland Property"); and WHEREAS, while the Cleveland Property was previously transferred to Developer and has been substantially redeveloped in accordance with the DDA, the Kimball Property is still being inspected and evaluated by the Parties and is not ready for transfer; and WHEREAS, the Parties anticipate that the Kimball Property will be ready for transfer within the next twelve (12) months. NOW, THEREFORE, Agency and Developer agree to amend the DDA as follows: 1. Transfer of the Pro ert . The DDA is hereby amended to provide that the Kimball Property shall be transferred to Developer on or before April 1, 2023. SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT, Page t 2. Purchase Price. The DDA provides at Section 1.1 that the purchase price of the Property will be its redevelopment value as determined by Valbridgc Property Advisors of Boise, Idaho. Provided, however, that if the redevelopment value of the Property is less than zero dollars, the purchase price shall be zero dollars. Since execution of the DDA the reuse appraisal of the Property has been obtained. It shows a negative redevelopment value and the Parties agree the purchase price of the Property, both the Cleveland Property and the Kimball Property, is zero dollars ($0). 3. Project Schedule. The project schedule set out at Exhibit C of the DDA is hereby amended as provided in Exhibit A, attached and incorporated by this reference. 4. Remaining Provisions Affirmed. All other terms of the DDA are hereby affirmed. 5. Notices. All notices, requests, demands, and other communications (collectively, "Notices") hereunder shall be in writing and delivered to the parties hereto by (a) hand -delivery, (b) established express delivery service that maintains delivery records, (c) certified or registered U.S. mail, postage prepaid, return receipt requested, or (d) facsimile or other electronic means at the fallowing addresses, or at such other address as the parties hereto may designate pursuant to this Section. Agency: The Urban Renewal Agency of the City of Caldwell, Idaho Attn: Debbie Greyer 411 Blaine St. Caldwell, Idaho 83605 Fax: (248) 455-3003 Email: dgeyer@cityofcaldwell.org Developer: Mussell Construction, Inc. Attn: bike Mussell 32011' Ave. So., Ste 207 NOLMpa, laaho 91651 Fax: (248) 467-5717 Email: mike@mussellconstruction.com 6. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the successors -in -interest and assigns of each party hereto. Neither Party may assign this Agreement, or any portion of this Agreement, without the express written consent of the other Party. 7. Attorneys' Fees. If a party hereto commences a legal proceeding to enforce any of the terms of this Agreement, the prevailing party in such action shall have the right to recover reasonable attorneys' fees and costs from the other party to be fixed by the court in the same action. SECOND AMENDMENT TO DMPOSITI N AND DEVELOPMENT AGREEMENT, Page 2 8. Entire Agreement. This Agreement contains the entire agreement between the parties hereto with respect to the subject (natter of this Agreement and supersedes all prior understandings, agreements, representations, and. warranties, if any, with respect to such subject matter. 9. Amendment. This Agreement may only be amended and modified by a writing execrated by Developer and Agency. 10. Governing Law. The validity, meaning and effect of this Agreement shall be determined in accordance with the laws of the State of Idaho. 11. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute but one and the same Agreement. Delivery of an executed counterpart of this Agreement by facsimile or other electronic means shall be equally as effective as delivery of a manually executed original counterpart of this Agreement. 12, No Third -Party Henficiaryi .#s. This Agreement is not intended to create, nor shall it in any way be interpreted or construed to create, any third -party beneficiary ruts in any person not a party Hereto unless otherwise expressly provided herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and made effective as of the Effective Date. AGENCY: DEVELOPER: luvbsnn neimewal Au"00cy o1£tlac City mff Mussels lima. Caldwell, Idaho A l'Lutllg-C Naar . Name: vat Its: Its., Date: it t ® Date: SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT, Page 3 (Revised Project Schedule) Event Appraisal Obtained: Design Review: Building Permit Issued for Cleveland Property: Commencement of Physical Construction for Cleveland Property: Completion of Physical Construction: Date Completed Completed Completed Completed Phase 1: Exterior renovations for Cleveland Property: June 1, 2022 Phase 2: Interior renovations for Cleveland Property: June 1, 2022 Parking lot construction on Kimball Property: April 1, 2023 Construction Complete: April 1, 2023 SECOND AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT, Page 4