HomeMy WebLinkAboutURA RES 2024-07 Amano DDA TerminationRESOLUTION NO. 2024- C 7
A RESOLUTION OF THE CALDWELL URBAN RENEWAL AGENCY
AUTHORIZING THE TERMINATION OF A DEVELOPMENT & DISPOSITION
AGREEMENT (DDA) WITH AMANO DEVELOPMENTS LLC FOR THE SITE
LOCATED AT 516 MAIN STREET IN DOWNTOWN CALDWELL.
BE IT HEREBY RESOLVED by the Caldwell Urban Renewal Agency to authorize the
termination of the Disposition and Development Agreement made part hereof and set forth in
full.
PASSED BY THE CALDWELL URBAN RENEWAL AGENCY this 81h day of April 2024.
APPROVED BY THE CHAIRMAN OF THE URBAN RENEWAL AGENCY OF THE
CITY OF CALDWELL on this 8`h day of April 2024.
ATTEST:
J
Debbie Geyer - SECRET R
DocuSign Envelope ID: 38ACC114-075D-495B-811E-058E6FEC8FC3
TERMINATION OF
DISPOSITION AND DEVELOPMENT AGREEMENT
AND MUTUAL WAIVER OF CLAIMS
THIS TERMINATION OF DISPOSITION AND DEVELOPMENT AGREEMENTAND MUTUAL WAIVER OF
CLAIMS ("Termination") is made effective April 8, 2024, between the Urban Renewal Agency of the City
of Caldwell, Idaho, a public body, corporate and politic, organized pursuant to the Idaho Urban Renewal
Law, Title 50, Chapter 20, Idaho Code as amended ("Agency"), and Amano Developments LLC, an Idaho
limited liability company ("Developer"), collectively referred to as the "Parties" and each individually as
Party.
aka RECITALS:
A. Agency and Devel per entered into that certain Disposition and Development Agreement
dated effective December 12, ("Agreement"), for the purpose of memorializing the disposition of
Agency owned property to Developer to facilitate the Project as defined in the Agreement.
B. The Agreement was subsequently amended on or about October 10, 2023.
C. Developer and Agency now desire to terminate the Agreement in its entirety by mutual
consent where neither Party shall have any further obligation or responsibility to the other under the
Agreement and, in order to more fully resolve any potential issues between them, mutually waive all
claims.
AGREEMENT:
NOW, THEREFORE, in consideration of the foregoing Recitals, the agreements set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Agency and Developer hereby agree as follows:
1. Defined Terms. All capitalized terms not otherwise defined herein shall have the
meanings set forth in the Agreement.
2. Termination of the Agreement. Agency and Developer mutually agreed to terminate the
Agreement in its entirety, as amended, as of April 8, 2024.
3. Mutual Waiver of Claims. Except for liabilities arising out of performance of this
Termination, Agency and Developer waive any and all claims of any kind they may have against each other
that arise out of or are in any way connected with the Agreement up to the effective date of this
Termination.
4. Entire Agreement. The Parties agree that this Termination is the entire agreement
between them concerning the substance of the Recitals and that no verbal agreements, understandings,
or other representations or assurances shall be binding or enforceable.
Termination of DDA -1
DocuSign Envelope ID: 38ACC114-07513-49513-811E-058E6FEC8FC3
S. Modification. Any changes or amendments to this Termination must be made in writing,
signed, and dated by both Parties to this Termination, and appended to this Termination.
6. Counterparts. This Termination may be executed in multiple counterparts, each of which
shall be deemed an original, but all of which, together, shall constitute one and the same instrument.
EXECUTED as of the date first above written.
AGENCY:
URBAN RENEWAL AGENCY OF THE CITY OF CALDWELL, IDAHO
By:
DEVELOPER:
AMANO DEVELOPMENTS LLC,
an Idaho limited liability company
E.PAGF49F
ocuS�ed by:
By:
Salvador Alamilla, Manager
Termination of DDA - 2