HomeMy WebLinkAboutURA RES 2020-20RESOLUTION NO. 2020- ?Q_
A RESOLUTION OF THE URBAN RENEWAL AGENCY OF THE CITY OF
CALDWELL, IDAHO APPROVING AND AUTHORIZING THE EXECUTION OF THE
AMENDMENT TO OPTION AGREEMENT WITH WELLCO LAND COMPANY, LLC
BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE URBAN
RENEWAL AGENCY OF THE CITY OF CALDWELL, IDAHO:
Section 1: Agency hereby authorizes its Chairman to execute the Agreement as set forth
in full.
Section 2: That this Resolution shall be in full force and effect immediately upon its
adoption and approval.
ADOPTED AND APPROVED THIS 1 Ph day of May, 2020
ATTEST:
SECRETARY
rAZto] a0a1alcr1>M111zIIyrWaTei VlUlto a
THIS AMENDMENT TO OPTION AGREEMENT (the "Amendment") is entered into
this12, day of M4 2020, by and between WELLCO LAND COMPANY, LLC, an
Idaho limited liabili company, of 1909 Cleveland Blvd., Caldwell, Idaho 83605 ("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").
WHEREAS, The Seller and Buyer previously entered into that certain Option Agreement
dated February 28, 2020 ("Original Option"), a copy of which is attached as Exhibit A and
incorporated by this reference; and
WHEREAS, The Seller and Buyer mutually agree to amend and modify the terms of the
Original Option as 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. Elimination of the Albany Option to Purchase. The terms of the Original Option
provided that Buyer had the option to buy either one, or both, of two properties identified therein.
The properties were referred to as the Blaine Property and the Albany Property. By this
Amendment the parties hereby eliminate the Albany Property from the Original Option. All terms
and conditions of the original option relating to the Albany Property shall be of no further force or
effect on either Seller or Buyer.
2. Continuation of the Blaine Option to Purchase. All terms, covenants, conditions
and provisions of the Original Option shall remain in full force and effect except as expressly
modified by this Amendment. Specifically, Buyer shall retain the right to purchase the Blaine
Property as provided in the Original Option. For avoidance of doubt, it is the intent of the parties
that the Original Option be applied to the right of acquisition of the Blaine Property but not the
Albany Property.
3. 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.
AMENDMENT TO OPTION AGREEMENT - 1
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day
and year first above written.
SELLER:
WELLCO LAND COMPANY, LLC
By:
Name: Rick Wells
Its: Member
Date: 3-0 -0)0 d
AMENDMENT TO OPTION AGREEMENT - 2
1)•191:31
The Urban Renewal Agency of the City of
Caldwell, Idaho
By: J
Name: Rob Hopper
Its: Chairman
Date: 5 I I l I Z02 --o
1*31,1t:3rr:1
Original Option
MEMORANDUM OF OPTION, Page 3
RESOLUTION NO. 2020-0-7
RESOLUTION
020-Q-
RESOLUTION AUTHORIZING THE APPROVAL OF THE OPTION AGREEMENT
WITH WELLCO LAND COMPANY, LLC.
WHEREAS, the Urban Renewal Agency of the City of Caldwell desires to enter into an
Option Agreement with Wellco Land Company, LLC for property described in the within
the afore attached document.
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 10'h day of February, 2020.
APPROVED BY THE CHAIRMAN OF THE URBAN RENEWAL AGENCY OF
THE CITY OF CALDWELL on this 10th day of February, 2020.
ATTEST:
'CY00NogtiNM
,• o o�r
CO p�"%' Secretary
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'UHIBIT A
OPTION AGREEMENT
THIS OPTION AGREEMENT (the "Agreement") is entered into this 28 day of February,
2020, by and between WELLCO LAND COMPANY, LLC, an Idaho limited liability company,
of 1909 Cleveland Blvd., Caldwell, Idaho 83605 ("Seller") and The URBAN RENEWAL
AGENCY OF ]'HE CITY OF CALDWELL, IDAHO, an independent public body corporate and
politic, of 411 Blaine St., Caldwell, Idaho 83605 ("Buyer").
01109I4i•IK"
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 ("Blaine Property"). and the real
property described in Exhibit B, attached and incorporated by this reference ("Albany Property")
on the following terms and conditions:
a. Blaine Option Price. The "Blaine Option Price" is $27,500 which shall be
non-refundable to Buyer unless Seller breaches this Agreement. If Buyer timely exercises
the Purchase Option, the Blaine Option Price shall be credited toward the Purchase Price
of the Blaine Property at Closing. If Buyer does not timely exercise a Purchase Option,
Seller will retain the Blaine Option Price.
b. Albany Option Price. The "Albany Option Price" is JZM which shall be
non-refundable to Buyer unless Seller breaches this Agreement. If Buyer timely exercises
the Purchase Option, the Albany Option Price shall be credited toward the Purchase Price
of the Albany Property at Closing. If Buyer does not timely exercise a Purchase Option,
Seller will retain the Albany Option Price.
C. The Blaine and Albany Option Prices shall be Buyer's consideration for this
Agreement.
d. Blaine Property Purchase Price. The "Blaine Property Purchase Price"
shall be ONE HUNDRED FORTY-FIVE THOUSAND DOLLARS ($150,000) Plus
property taxes for that year.
C. Albany Property Purchase Price. The "Albany Property Purchase Price"
shall be FIVE THOUSAND DOLLARS ( 10 000) plus property taxes for that year and
will include a donation of 20,000 (total value of property is $30,000).
E 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). Buyer
may exercise the Purchase Option in one of three ways: (i) by electing to purchase both the Blaine
Property and the Albany Property, (ii) by electing to purchase the Blaine Property but not the
OPTION AGREEMENT - 1
Albany Property, or (iii) by electing to purchase the Albany Property but not the Blaine Property.
The Purchase Option shall be exercised by the delivery of (i) a written notice to Seller of Buyer's
exercise of the Purchase Option and stating, in simple terms which Property(ies) Buyer elects to
purchase. Buyer shall further have the right to exercise the Purchase Option with respect to one of
the Properties and preserve the Purchase Option for the other Property through the Purchase Option
Expiration Date. 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.
g. 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 or
Properties on the following terms. The Closing shall be no later than 30 days after the Purchase
Option exercise. Seller shall convey the Property or Properties 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. 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. If the Buyer exercises the
Purchase Option on both properties, but at different times, there may be two separate Closings.
h. Possession. Seller shall deliver possession of the Property to Buyer on the
Closing date
I. Term of Purchase Option. Buyer's Purchase Option shall expire on
February 15, 2021 (the "Purchase Option Expiration Date").
j. Extension. The Purchase Option Expiration Date may be extended until
February 15, 2022 upon payment by Buyer to Seller of an additional $25,000 which shall be non-
refundable to Buyer unless Seller breaches this Agreement. If Buyer timely exercises the Purchase
Option within the extended period, the $25,000 paid as consideration for such extension shall be
credited toward the Purchase Price of the Blaine Property at Closing. If Buyer does not timely
exercise a Purchase Option, Seller will retain said $25,000.
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 Buyer:
The City of Caldwell, Idaho
Attn: Debbie Geyer, City Clerk
411 Blaine Street
Caldwell, Idaho 83605
Fax: (208) 455-3003
OPTION AGREEMENT - t
Email: daeyer(iecityofealdwell.orb
OPTION AGREEMENT - i
If to Seller:
WELLCO LAND COMPANY, LLC
Attn: Rick Wells
1909 Cleveland Blvd
Caldwell, Idaho 83605
Phone: (208) 880-0684
Email: rick.wells62@gmail.com
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 be 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, (b) an entity
with a common principal or principals with Buyer or (c) the City of Caldwell, Idaho.
6. 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.
Further, from execution until the Purchase Option Expiration Date, Seller will utilize its best
efforts, at its cost, to secure a "closed file" with IDEQ on both properties, with or without a Deed
Restriction.
10. Amendment. This Agreement may only be amended and modified by a writing
executed by Buyer and Seller.
OPTION AGREEMENT - 1
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 C, 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 he equally as effective as delivery of a manually executed
original counterpart of this Agreement.
13. Access for Inspection. Commencing upon execution of this Agreement by both
parties and continuing until February 15, 2021, Seller grants to Buyer, its officers, agents,
employees, consultants or contractors, a license to enter upon any Property described herein 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. Buyer shall repair any and all
damage caused by it or any individual or entity accessing either Property on behalf of Buyer.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day
and year first above written.
SELLER:
WELLCO LAND COMPANY, LLC
Name: Rick Wells
Its: Member
Date: _
1 -;?8- 20a0
OPTION AGREEMENT- t
BUYER:
The Urban Renewal Agency of the City of
Caldwell, Idaho
0
Its: Chairman
Date: _ ZAP6kiinkt,1 1 h 7 b 7 0
OW
Legal Description of the Blaine Property
Lots 10-12, inclusive, Block 19, Section 224N -3W SW Caldwell Original, commonly known as
306 S. Kimball Ave, Caldwell Idaho.
MEMORANDUM OF OPTION, Page 1
EXHIBIT B
Legal Description of the Albany Property
MEMORANDUM OF OPTION, Page 1
EXHIBIT C
FOR RECORDING INFORMATION
MEMORANDUM OF OPTION
THIS MEMORANDUM OF OPTION (the "Memorandum") is executed this 100 day of
2020, by and between WELLCO LAND COMPANY, LLC, an Idaho limited
liability cot any, of 1909 Cleveland Blvd., Caldwell, Idaho 83605 ("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 properties
more particularly described on Exhibit A and Exhibit B, which Exhibits are 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, 2021. Further, the Option
Agreement gives the Buyer the right to extend the option term until February 15, 2022.
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 WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day
and year first above written.
SELLER:
WELLCO LAND COMPANY, LLC
By: . . /- A/
Name: Rick Wells
Its: Member
J
MEMORANDUM OF OPTION, Page 1
BUYER:
The Urban Renewal Agency of the City of
Date: 21 C)
STATE OF IDAHO )
)ss.
County of U
On this L d y of 2020, before me, the undersigned notary public for said state,
personally appeared Rob Hop r, known to me, to the be the Chairman of the Urban Renewal
Agency of the City of Caldwell, 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.
I'll
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Notary lic r the State of i¢aho
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(Notary Seal) ��
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Residing at:
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Comm. Expires:
COMMISSION
NUMBER
,•.• 69113 ••r.Z.Orrr
1.,TE OF tp •�,o
STATE OF IDAHO )
) ss.
County of&,
On this Zj$4 tlay of 3&hy4 v.,l 2020, before me the undersigned, a Notary Public
in and for said State personally appeared -Rick Wells known or identified to me to be the manager
or a member of the limited liability company that executed the instrument or the person who
executed the instrument on behalf of said limited liability company and acknowledged to me that
such limited liability company 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.
.• K.
(Notary Seal) C�OCPRY•NG Fc:
;p dept
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COMMISSION t
NUMBI k I
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MEMORANDUM OF OPTION, Page I
Notary Public for the State of4dAho
Residing at:w�li
Comm. Expires: l2(2zf zoZi
EXHIBIT A
Legal Description of the Blaine Property
Lots 10-12, inclusive, Block 19, Section 22 -4N -3W SW Caldwell Original, commonly known as
306 S. Kimball Ave, Caldwell Idaho.
MEMORANDUM OF OPTION, Page I
EXHIBIT B
Legal Description of the Albany Property
MEMORANDUM OF OPTION, Page I