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HomeMy WebLinkAboutURA RES 2016-56 RESOLUTION NO. 2016-56 A RESOLUTION BY THE URBAN RENEWAL AGENCY FOR THE CITY OF CALDWELL, IDAHO AUTHORIZING THE EXECUTION OF THE REIMBURSEMENT AGREEMENT WITH FRESCA MEXICAN FOODS, LLC ASSOCIATED WITH THE "A" DRAIN RELOCATION PROJECT. BE IT HEREBY RESOLVED that the Urban Renewal Agency for the City of Caldwell, ID authorizes the execution of the Reimbursement Agreement with Fresca Mexican Foods, LLC made a part hereof as set forth in full. PASSED BY THE CALDWELL URBAN RENEWAL AGENCY this 14th day of November, 2016. APPROVED BY THE CHAIRMAN OF THE URBAN RENEWAL AGENCY OF THE CITY OF CALDWELL on this 14th day of November, 2016. APP'OVED: • I, v HAIRMAN / ATTEST: �•�•CI C l T Y Q ••* SECRETARY I�c� QOR ATF ��0*�� 4 r 1 O -e to , REIMBURSEMENT AGREEMENT This Reimbursement Agreement(the"Agreement")is entered into effective as of the date signed by both parties, by and among The Urban Renewal Agency of City of Caldwell,Idaho, an independent public body corporate and politic of 411 Blaine St., Caldwell, Idaho 83605 ("URA") and Fresca Mexican Foods,LLC, a Delaware limited liability company authorized to do business in Idaho, of 11193 W.Emerald St.,Boise,Idaho, 83713 ("Fresca"). RECITALS A. Fresca is the buyer under that certain Purchase and Sale Agreement dated effective August 29, 2016 (as amended or supplemented from time to time, the "PSA") for the purchase and sale of that certain property described on Exhibit A of the PSA (the "Property") from URA as seller. Capitalized terms not otherwise defined in this Agreement shall have the meanings given them in the PSA. B. URA agreed to complete the relocation and piping of the A-Drain located on the Property as agreed and described in the PSA (the"A-Drain Relocation"). C. To.facilitate URA's obligation to construct the A-Drain Relocation, Fresca will purchase the pipe needed to complete the A-Drain Relocation, and URA will reimburse Fresca for its costs on the terms and conditions set forth herein. AGREEMENT NOW,THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the parties hereby agree as follows: 1. Agreement of Fresca to Purchase and URA to Reimburse. a. Fresca shall purchase approximately 1,700 linear feet of 24" PVC pipe necessary for the A-Drain Relocation (the "A-Drain Pipe"), per the plans by The Land Group dated April 27,2016. The cost of the A-Drain Pipe, including sales tax, freight and mark-up is expected to be approximately $55,000.00, with the final price to be determined upon receipt of subcontractor bids. b. URA agrees to reimburse Fresca in lawful money of the United States for Fresca's actual, out-of-pocket costs incurred to purchase the A-Drain Pipe (the "Reimbursable Expenses") within sixty (60) days of receiving written notice from Fresca of the amount of the Reimbursable Expenses, accompanied by reasonable supporting documentation showing the total price of the A-Drain Pipe and evidence that Fresca has paid for the A-Drain Pipe. c. If URA fails to reimburse Fresca for the Reimbursable Expenses on or before the date that is sixty (60) days after Fresca provided the required documentation in accordance with Section 1(b) (the"Due Date"), the Reimbursable Expenses shall accrue interest from the Due Date at the rate of twelve percent(12%)per annum. 2. No Effect on Covenant to Relocate. Nothing herein shall relieve URA of its obligations to complete the A-Drain Relocation in accordance with the PSA. 3. No Assignment. Neither party is permitted to assign, sublet or transfer any aspect of this Agreement, in whole or in part, to any entity or person without the prior written consent of the other party. 4. No Oral Amendment or Modifications. No amendments, waivers or modifications hereof shall be made or deemedto have been made unless in writing executed by the party to be bound thereby. 5. No Representation; PSA. Neither party has made any representations or promises other than those contained in this Agreement. Notwithstanding this Agreement, all of the terms and conditions of the PSA shall remain in full force and effect. 6. Notices. All notices, requests, demands, and other communications 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 following addresses, or at such other address as the parties hereto may designate pursuant to this section. Fresca: Fresca Mexican Foods,LLC Attn: Andy Savin 11193 W.Emerald St. Boise,Idaho, 83713 Fax: (208)375-2330 Email: asavin@frescamex.corn URA: The Urban Renewal Agency of the City of Caldwell,Idaho Attn:Debbie Geyer 411 Blaine St. Caldwell,Idaho 83605 Fax: (208)455-3003 Email: dgeyer@cityofcaldwell.org 7. No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto, and no other person or entity shall be deemed a third-party beneficiary of this Agreement or have any right or claim against either party by reason of any of these terms and provisions of this Agreement or have any right to enforce any of those terms and provisions against either party. [Signatures on following page] REIMBURSEMENT AGREEMENT—Page 2 IN WITNESS WHEREOF,the undersigned have caused this Agreement to be executed and made effective as of the date last written below. Urban Renewal Agency of the City of Fresca Mexican Foods,LLC Caldwel da o By: _`'6th " aria By: (%v(A66/2 V/L0/( Name © Name: Qj.V l�c{, Uk O•eir Its: C`RO,���.fo,s� Its: rtmcifrie Date: 1\ \ 1 y 1 20► to Date: ,/V C9 V / 0 -(71 Acknowledged by: The City of Caldwell,Idaho By: Name: Its: Date: 9238029_7 REIMBURSEMENT AGREEMENT—Page 3