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HomeMy WebLinkAboutURA RES 2025-05 4th Amendment to DDA (Phase II 7th & Main SiteRESOLUTION NO.2025-_�Lb A RESOLUTION OF THE CALDWELL URBAN RENEWAL AGENCY AUTHORIZING THE EXECUTION OF THE FOURTH AMENDMENT TO THE DISPOSITION AND DEVELOPMENT AGREEMENT DPRE LLC, AND IDAHO LIMITED LIABILITY COMPANY. BE IT HEREBY RESOLVED by the Caldwell Urban Renewal Agency authorizes the execution of the agreement made part hereof and set forth in full. PASSED BY THE CALDWELL URBAN RENEWAL AGENCY this 12`h day of May, 2025. APPROVED BY THE CHAIRMAN OF THE URBAN RENEWAL AGENCY OF THE CITY OF CALDWELL on this 12'hday of Mayl 2025. ATTEST: SECRETARY OF TyF SO • A SEAL �, FOURTH AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT THIS FOURTH AMENDMENT T_0_DJSPOSITION AND DEVELOPMENT AGREEMENT (this "Fourth Amendment") is made effective dZ 2025 between the Urban Renewal Agency of the City of Caldwell, Idaho, a public body, corpora a and politic, organized pursuant to the Idaho Urban Renewal Law, Title 50, Chapter 20, Idaho Code as amended ("Agency"), and DPRE LLC, an Idaho limited liability company ("Developer"), as the successor in interest to 71h and Main Developer LLC, the original developer under the Original DDA (as defined below): A. 7th and Main Developer LLC (the "Original Developer") entered into that certain Disposition and Development Agreement dated effective April 27, 2021(the "Original DDA"), as amended by the First Amendment to Disposition and Development Agreement dated effective November 22, 2021, and as further amended by the Second Amendment to Disposition and Development Agreement, dated effective March 28, 2022, and as further amended by that certain Third Amendment to Disposition and Development Agreement, dated effective September 9, 2024 (collectively, the "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 contemplates Developer constructing a hotel, retail and or/office, but no housing, as part of the Phase II of the Project. The construction of a hotel and office is no longer feasible on the subject Project .as the result of a variety of factors, including without limitation, changes in the financial lending markets and construction industries, demand, and industry interest, and Developer has requested Agency to modify the potential scope of the Phase II Project. C. Developer and Agency desire to amend the Agreement to provide for the construction of the Phase I] of the Project and the types of approved developable uses that Phase II of the Project. 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. Definition' of Phase II Project. The definitions are hereby amended to include the definition of Phase II Project as follows: "Phase II Protect" means that certain mixed use development consisting of a either (i) a mix of some or all of active first floor retail in the same or similar style as shown on as shown on Exhibit A=1, attached hereto and incorporated herein, and office uses, or (ii) a boutique hotel facility, as selected by Developer, in Developer's reasonable discretion, or (iii) a mix of some or all of FOURTH AMENDMENT AREA 7T" AND MAIN PROJECT DDA -1 active first floor retail in the,same or similar style as shown on as ... shown on Exhibit A-1, attached hereto and incorporated herein, and residential uses that may be a mix of units used for some, or all of the following purposes: short term rentals and longer term rentals less than one (1), year,- all to be constructed on the real property legally described on Exhibit A, attached hereto and incorporated (the "Phase II Property"). The Phase II Property may be, developed for other purposes other than those listed herein -with the consent of Agency, which consent may be withheld in Agency's sole and absolute discretion, and any such denial .would be set forth. ,in writing with specificity. All references .to Phase 2 or Phase II of the Project under the DDA shall mean the Phase II Project." 3. Section 13.2. Section 112 is hereby amended to update the notice address_for Developer with the following: J. Dean Pape DPRE LLC 401 West Idaho Street Boise, ID 83702 Telephone: 208.830.7071 dean@dechase.com 4. Attachment 2, Schedule of Performance.' The Schedule of Performance attached to the. original DDA, as previously amended, is hereby replaced in its entirety with Attachment 2, Schedule of Performance attached to this Fourth Amendment which shall be incorporated in and deemed a part of the Agreement. S. Counterparts. This Fourth Amendment 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. 6. Ratification. Except as amended by this Fourth Amendment, the Agreement (as . previously amended) is hereby -ratified and confirmed and all other terms, provisions and conditions of the Agreement shall remain in full force and effect, unaltered, unwaived and unchanged by this Fourth Amendment. FOURTH AMENDMENT AREA 7T" AND MAIN PROJECT DDA - 2 Exhibit A Legal Description for Phase II Property . DIAMOND LAND SURVEYING Lot Line Adjustment Lot 2 Descriotion A parcel of land located in Block 3, according to the Revised Map of Caldwell Original, Canyon County, Idaho, filed in Book 1 of Plats at page20, records of said county, being located in the Southwest quarter of Section 22. Township 4 North, Range 3 West, Boise Meridian, City of Caldwell, Canyon County, Idaho, being more particularly described as follows: Beginning on the southwesterly right-of-way line of. Main Street at point North 4W1258". West 184.86 along the said southwesterly right-of-way line from the Northeast comer of said Block 3, said point being on the northwesterly right-of-way line of 7th/ Avenue and North 51 °46'09" West 421.19 feet from the CPT No. 2-13CP per the Caldwell, Engineering Department Survey Stamped 5/12/17 at the intersection of Main Street and Kimball A"venue and running; thence South 43°45'18" West 128.05 feet to the centerline of the vacated alley per Instrument No. 2011-029537; thence North 46"14'28" West 115.68 feet along the said centerline to the southeasterly right-of-way line of 6th/'Avenue; thence North 43°47'03" East 128.08 feet along said southeasterly right-of-way to the southwesterly right-of-way line of Main Street; thence South 46°12'58" East 115.02 feet along said southwesterly right-of-way line to. the point of beginning. Contains 14,732 SQ. FT. 0.338 Acres. FOURTH AMENDMENT AREA 7T" AND MAIN PROJECT DDA - 4 Exhibit A-1 Design Development Plan FOURTH AMENDMENT AREA 7T" AND MAIN PROJECT DDA - 5 Proposed Design - Mixed Use Retail + Housing L J Active ground floor retail 2 or 3 floors of housing Public open space between buildings Positive interaction with Street and Creek FOURTH AMENDMENT AREA 7T" AND MAIN PROJECT DDA - 7 Attachment 2 Schedule of Performance FOURTH AMENDMENT AREA 7T" AND MAIN PROJECT DDA - 8 Phase II Schedule of Performance — Phase II Action ' Due Date Section 1. Execution & DeliverV of Amendment by Develo gr and Agency. Developer shall execute anddeliver this Amendment o Agency. Agency shall execute and deliver this Amendment o Developer. The Amendment will be effective upon execution by Agency. 2. Delivery of Design Review Drawings. Developer shall provide Prior to submission to the 7.4 Agency updated and revised Design Review Drawings and a City Design Review clear chart showing any changes to the Design Development Committee Plan 3. Agency Review of Revised Design Review Drawings. Agency 15 days after receipt from 7.4 shall provide approval, disapproval or modifications to the Developer revised Design Review Drawings. 4. Submission of Final Construction Documents — Phase II. Prior to commencement of 7.5 Developer shall prepare and submitto Agency and City for construction review and approval construction plans sufficient to obtain a building permit for the Project. Agency's approval shall be presumed upon City's approval unless otherwise indicated by Agency in writing within fifteen (15) days ofDeveloper's written notice to Agency of City's approval. 5. Insurance. Developer shall furnish evidence of the insurance Prior to the Commencement 8.1 required under the Agreement to Agency. of Phase II Construction 6. Commencement of Construction — Phase II. December 1, 2026 2.5 J r 7. Completion of Construction — Phase II. 20 months from 5.1 commencement of construction of Phase II 8. Certificate of Completion. Agency shall provide Certification Subject to Agency discretion, 9.1 of Completion to Developer for Phase II. Agency shall promptlyissue he Certificate of Completion if (a) City has issued a temporary certificate of occupancy for the Project, and (b) if Developer is not in default under this Agreement and Agency has not sent notice to Developer of any event which with the passing of time could give rise to a default under this Agreement.