HomeMy WebLinkAboutURA RES 2019-20 RESOLUTION NO.2019-,20
RESOLUTION AUTHORIZING THE APPROVAL OF THE OPTION AGREEMENT
FOR PROPERTY KNOWN AS 318 SOUTH KIMBALL AVENUE - CALDWELL.
WHEREAS, the Urban Renewal Agency of the City of Caldwell desires to enter into an
Option Agreement with Ramon Ochoa and Juanita Aguilar for property known as 318
South Kimball Avenue as described within the afore attached Agreement;
THEREFORE BE IT HEREBY RESOLVED by the Urban Renewal Agency of the
City of Caldwell to approve the Option Agreement made a part hereof as set forth in full.
PASSED BY THE URBAN RENEWAL AGENCY OF THE CITY OF
CALDWELL this 22nl any of August, 2019.
APPROVED, BY THE CHAIRMAN OF THE URBAN RENEWAL AGENCY OF
THE CITY OF CALDWELL on this 22nd day of August, 20,19.
APPR ETA:
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By
Chairman
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ATTEST:
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OPTION AGREEMENT
T HIS OPTION AGREEMENT (the"Agreement") is entered into this 22—day of August,
2019, by and between Ramon Ochoa and Juanita Aguilar of
318 3 Kw I 0ve,, Cpqjd,.uej1, 16 ("Seller")and The Urban Renewal Agency of the
City of Caldwell, Idaho, an independent public body corporate and politic of 411 Blaine St.,
Caldwell, Idaho 83605 ("Buyer").
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
1. Option to Purchase. Seller hereby grants Buyer the exclusive option (the
"Purchase Option")to purchase all of Seller's right,title and interest in the real property described
in Exhibit A,attached and incorporated by this reference("Property")on the following terms and
conditions:
a. Option Price. The "Option Price" shall be Buyer's consideration for this
Agreement in the amount of$36,000 which shall be non-refundable to Buyer unless Seller
breaches this Agreement. If Buyer timely exercises the Purchase Option, the Option Price
shall be credited toward the Purchase Price at Closing., If Buyer does not timely exercise
the Purchase Option, Seller will retain.the Option Price.
b. Purchase Price. The "Purchase Price" for the Property shall be, SIX
HUNDRED FIFTY-THOUSAND DOLLARS ($650,000).
C. Exercise of Option. Buyer may exercise the Purchase Option at any time
after the date hereof and through the Purchase Option Expiration Date (as defined below) by the
delivery of(i) a written notice to Seller of Buyer's exercise of the Purchase Option stating"Buyer
hereby exercises the Purchase Option." In the event that Buyer does not exercise the Purchase
Option on or before the Purchase Option Expiration Date, then this Purchase Option shall
automatically terminate.
d. Closing. In the event that the Purchase Option has been timely exercised,
then the parties shall proceed with closing (the "Closing") of the purchase of the Property on the
following terms. The Closing shall be no later than 30 days after the Purchase Option exercise.
Seller shall convey the Property by warranty deed. The Closing shall occur through an escrow.
Costs of the closing shall be allocated and prorated pursuant to prevailing custom in, Canyon
County or as set forth in this Agreement. The Seller shall provide the Buyer with a title
commitment that shall be dated to cover the Closing and the recording of the deed, and the title
company shall deliver the title policy(or a pro forma title commitment)to Buyer concurrently with
the Closing, which title policy (or pro forma title commitment, as the case may be) shall be at
Seller's cost. Any extended coverage or endorsements shall be at Buyer's cost.
OPTION AGREEMENT- I
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e. Possession.. Seller shall deliver possession of the Property to Buyer on the
Closing date.
f. Term of Purchase Option. Buyer's Purchase Option shall expire on
February 15, 2020 (the"Purchase Option Expiration Date").
2. 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 following addresses, or at such other address as the parties hereto may designate pursuant to
this Section.
If to Seller:
The City of Caldwell, Idaho
Attn: Debbie Geyer, City Clerk
411 Blaine Street
Caldwell, Idaho 83605
Fax: (208) 455-3003
Email: dgeyer(�)cityofcaldwell.orgy
If to Buyer:
Ramon Ocho,a or Juanita Aguilar
e0 8o I I q `
Co1dwL., 11 " lb 9 :360�
Phone: (208) 608-1747
Email:janieaguilar(&ableone.net
Either Party shall have the right to change its above contact information by notice in writing
delivered to the other Party in accordance with the provisions of this section.
3. Entire Agreement. This Agreement contains the entire agreement between the
parties hereto with respect to the subject matter of this Agreement and supersedes all prior
understandings, agreements, representations, and warranties, if any, with respect to such subject
matter.
4. Successors and Assigns. This Agreement shall he binding upon and shall inure to
the benefit of the successors-in-interest and assigns of each party hereto.
5. Assignment. Except as expressly provided herein, this Agreement and any
documents executed in connection herewith shall not be assigned by Seller or Buyer without the
prior written consent of the other party, and any assignment without such prior written consent
shall be null and void. Notwithstanding the foregoing, Buyer may assign without the consent of
Seller to (a) an entity controlled by or substantially under common control with Buyer or (b) an
entity with a common principal or principals with Buyer.
OPTION AGREEMENT-2
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b. 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,
7. Governing Law. The validity, meaning and effect of this Agreement shall be
determined in accordance with the laws of the State of Idaho.
8. Time is of Essence. Time is expressly made of the essence of all the provisions of
this-Agreement.
9. Further Assurances. Each party hereto shall execute all instruments and
documents and take all actions as may be reasonably required to effectuate this Agreement.
10. Amendment. This Agreement may only be amended and modified by a writing
executed by Buyer and Seller.
11. Recordation. This Agreement shall not be recorded,but the Parties shall record in
the real property records of Canyon County, Idaho, a notice in substantially the same form as
attached hereto as Exhibit B, and incorporated herein, memorializing this Agreement and the
Parties' rights set forth herein.
12. 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 icounterpart of this Agreement.
13. Access for Inspection. Commencing upon execution of this Agreement by both
parties and continuing until February 15, 2020, Seller grants to Buyer, its officers, agents,
employees, consultants or contractors, a license to enter upon the Property for the purposes of
conducting such studies, inspections, surveys, evaluations, soils tests and environmental tests and
audits, at Buyer's sole cost and expense, as Buyer deems appropriate. Access to the Property shall
be scheduled with Seller in advance and may need to take place outside regular business hours at
the discretion of Seller. Buyer shall repair any and all damage caused by it or any individual or
entity accessing the Property under this Agreement.
[End of text. Signatures follow.]
OPTION AGREEMENT-3
IN WITNESS WHEREOF,the Parties hereto have executed this Agreement on the day
and year first above written.
SELLER: BUYER:
The Urban Renewal Agency of the City of
Caidwe dah
Ramo hoa. I3y:
Name:
Jau ita Aguilar Its:
Date: Date:
OPTION AGREEMENT-4
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1
EXHIBIT A
Legal Description of the Property
Lots 13 through 17, incl, and the Southeasterly one-half of Lot 18, in Block 19 of CALDWELL,
IDAHO, according to the REVISED MAP filed in Book 1 of Plats, page 20, records of Canyon
County, Idaho.
MEMORANDUM OF OPTION,Page 5
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STATE OF IDAHO
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County of
ro
On this J,. a of U r0 ,2019,before me,the undersigned notary public for said state,
personally appeared LMO kjokr , known to me to the be the � i of the
Urban renewal Agency of the City Waldwell, Idaho,an independent body corporate and politic,
the person whose name is subscribed to the foregoing instrument, and acknowledged to me that
he/she executed the same on behalf of said public body.
IN 'WITNESS 'WHEREOF, I have hereunto set my hand and affixed my official seal the day and
year in this certificate first above written.
Notary Pub c for he State =1do
iota #, residing at: 41
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ACKNOWLEDGMENT
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County of
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personally appeared b re me,
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COMMISSION wha is personally known to meme,wwwwwwwaww
NWOM —whose identity I verified on the basis of
. whose identity I verified on the oath/affirmation of
a credible witness,
STATE OF IDAf$O to be the si ner oftbe fore oing dacament,and a she aclwnowledged that
ss. Jvmots$ befsbe s
otwry signature
County of My Commission Expires: i � � ���� 3
Can this hay of , 2019, before me the undersigned, a Notary Public in
and for said State personally 4peared Ramon Ochoa a known or identified to
me to be the persons whose names are subscribed to the within instrument, and acknowledged to
me that they executed the same.
IN WITNESS "WHEREOF,I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.
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K. � � Notary Public for the State Idaho
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(Notary Seal) """ residing at:
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MEMORANDUM OF OPTION,Page 7
Debbie Gexer
From: Debbie Geyer
Sent: Monday, August 26, 2019 4:00 PM
To: Carol Mitchell; Rachelle, Castleberry
Subject: URA OPTION AGREEMENT -- 318 SOUTH KIMBALL PROPERTY
Attachments: URA - OPTION AGREEMENT.pdf
IMPORTANT—TIME SENSITIVE MATTER . . .
URA PAYMENT
Carol and Rachelle:
I am attaching the OPTION AGREEMENT between the URA and Ramon Ochoa/Juanita Aguilar. you will note
that Rob Hopper failed to sign one of the pages; however, I will obtain that signature from him and record
the document this week.
Mark Hilty and I spoke this afternoon regarding this agreement and he mentioned that we need to expedite
a check to the owners ASAP in the amount of$36,000 as outlined in the document. The owners have called
him regarding the payment. He is going to return the call today and mention that the city is expediting the
check. He is giving them Carol's contact information at this point as well.
Could you please provide me with a copy of the check for,my files before it is released?
Thank you so much for your help!
C, A LOWEL
L
CITY CLERK
Debbie Geyer, CMC
City of Caldwell
PO Box 1179
411 Blaine Street
Caldwell, ID 83606
(208) 455-4656 (phone)
(208)455-3003 (fax)
"fi good ONOMP/0 Ze I boxforfmod. Nvajamih ftookfin
NOTICE: All communications transmitted with the City of Caldwell email system may be a public record and may be subject to
disclosure under the Idaho Public Records Act(Idaho Code 74-101 et. seq.) and as such may be copied and reproduced by members
of the public.
2019- 397 9
RECORDED
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CANYON COUNTY RECORDER
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FOR RECORDING INFORMATION
MEMORANDUM OF OPTION
TlIlS MEMORANDUM OF OPTION (the "Memorandum") is executed this, day of
Ramon achoa and Juanita Aguilar of
August, 2019 by and between "Seller")and The Urban Renewal Agency of the
City of Caldwell, Idaho, an independent public body corporate and politic of 411 Blaine St.,
Caldwell, Idaho 83605 ("Buyer"). Notice is hereby ,given that Seller has granted to Buyer the
exclusive and irrevocable right to purchase the real property more particularly described on
Exhibit A attached hereto and made a part hereof The right to purchase is subject to the applicable
terms and conditions as set forth in that certain Option Agreement of even date hereof between
Seller and Buyer. Buyer's option to purchase the Property shall continue until the Property is sold
to Buyer in accordance with the terms of said Option.Agreement or the date of February 15, 2020
whichever occurs first.
This Memorandum may be executed in any number of counterparts, each of which shall
constitute an original, but all of which together shall be one and the same instrument.
IN WITNESSWHEREOF, the Parties hereto have executed this Agreement on the day
and year first above written.
SELLER: BUYER:
The Urban Renewal Agency of the City of
Caldwell, Idaho
Ramon hchoa y:
J nita Aguilar Its: ......_
Date: ..u � l hate;
MEMORANDUM OF OPTION,Page 6
EXHIBIT A
Legal Description of the Property
Lots 13 through 17, incl, and the Southeasterly one-half of Lot 18, in Block 19 of CALDWELL,
IDAHO, according to the REVISED MAP filed in Book 1 of Plats, page 20, records of Canyon
County, Idaho.
MEMORANDUM OF OPTION,Page 8