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Home My WebLink AboutURA RES 2020-38 RESOLUTION NO. 2020- A RESOLUTION OF THE URBAN RENEWAL AGENCY OF THE CITY OF CALDWELL, IDA O FOR EXECUTION OF A LICENSE AND AGREEMENT FOR LIMITED MAINTENANCE WITH MUSSELL CONSTRUCTION, INC. FOR REAL PROPERTY" LOCATED AT 711 CILEVELAND BOULEVARD, CALDWELL. BE IT RESOLVED :BY THE BOARD OF COMMISSIONERS OF THE URBAN RENEWAL AGENCY OF THE CITY OF CALDWEI-L, IDAHO: Section 1: Agency hereby authorizes its Chairman to execute the Agreement as set forth in fall. Section. 2: That this Resolution shall be in full farce and effect immediately upon its adoption and approval. ADOPTED AND APPROVED THIS 1.4th day of September, 2020. w HAIRMA ATTEST: SECRETARY too SEAL , rr'rrwrerww��w�*1N�M` LICENSE AND AGREEMENT FOR LIMITED MAINTENANCE This License and Agreement for Limited Maintenance ("Agreement") is entered into on this_day of ,2020 ("Effective Date")by and between The Urban Renewal Agency of the City of Caldwell, Idaho, an independent public body corporate and politic, of 411 Blaine St., Caldwell, Idaho 83605 ("Agency") and Mussell Construction, Inc., an Idaho business corporation, of 320 llth Ave. So., Ste 207, Nampa, Idaho 83651 ("Developer"). Agency and Developer may be individually referred to as a "Party" and collectively referred to as the "Parties." Agency and Developer agree as follows: RECITALS WHEREAS, Agency acquired ownership of real property located at 711 Cleveland Blvd. and 306 S. Kimball Ave in downtown Caldwell ("Property"); and WHEREAS, Agency issued a Request for Proposals pursuant to Idaho Code §50-2011(b) for redevelopment of the Property; and WHEREAS,Developer responded to the Request for Proposals; and WHEREAS, Agency selected Developer to redevelop the Property and the Parties previously entered into a Disposition and Development Agreement that provides, among other things, for the eventual redevelopment by, and transfer of,the Property to Developer; and WHEREAS, the Property is in need of urgent maintenance to protect it from the elements and weather-related deterioration in the immediate and foreseeable future prior to transfer of ownership to Developer. NOW, THEREFORE, Agency and Developer agree as follows: 1. Access. Developer is hereby granted a license for access to the Property during the Term as reasonably necessary for performing inspections, investigations, estimates and the Work hereinafter described. 2. Work. The maintenance related tasks authorized under the terms of this Agreement include making all exterior roofs, walls, windows and doors weathertight by repair or replacement of the same, exterioLpainting and masonry repair. The tasks described in this paragraph are referred to _ in this agreement as the "Work." The Work shall include reasonably related tasks necessary to protect the Property from water infiltration or similar damage by the elements. All work shall be performed in a workmanlike manner using materials and methods that are appropriate within the construction industry for the used which they are put. 3. Term. The, Work may commence immediately upon the Effective Date and shall be completed no Iater than October 31, 2020. Any extension of the term of this agreement may be granted by the Agency chairman, but shall not continue beyond December 31, 2020 without a LICENSE AND AGREEMENT FOR LIMITED MAINTENANCE,Page 1 formal, written amendment to this Agreement. 4. Developer Indemnification. To the fullest extent permitted by law, Developer shall indemnify and hold harmless the Agency, Agency officers, commissioners,members, consultants, agents, and employees, (the Indemnitees) from all claims for bodily injury and property damage, including reasonable attorneys' fees, costs, and expenses, that may arise from performance of the Work. Provided, however, that Developer shall not be liable for claims arising out of the existing condition of the Property. 5. Reimbursement. In the event that the Property is not subsequently transferred to Developer by Agency for any reason, Agency shall reimburse Developer for the reasonable costs and expenses associated with the Work in an amount up to but not exceeding$10,000. 6. 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. Agency: The Urban Renewal Agency of City of Caldwell, Idaho Attn: Debbie Geyer 411 Blaine St. Caldwell, Idaho 83605 Fax: (208) 455-3003 Email: dgeyer@cityofcaldwell.org Developer: Mussell Construction, Inc. Attn: Mike Mussell 320 11h Ave. So., Ste 207 Nampa, Idaho 83651 Fax: (208) 467-5717 Email: mike@mussellconstruction.com 7. 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.Neither Party may assign this Agreement, or any portion of this Agreement, without the express written consent of the other ----Pay-- - -- - —._ 8. 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. 9. 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. LICENSE AND AGREEMENT FOR LIMITED MAINTENANCE,Page 2 understandings, agreements, representations, and warranties, if any, with respect to such subject matter. 10. A.rmendMent. This Agreement may only be amended and tmodif ed by a wring executed by Developer and Agency. 11. Qu-emin,g Law. The validity,meaning and effect of this Agreement shall be determined in accordance with the laws of the State of Idaho. 12. QDMIMarts. 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. 13. -• Aenefici _ lti ts, This Agreement is not intended to create, nor shall it in any way be interpreted or construed to create, any third-party beneficiary rights in any person not a party hereto unless otherwise expressly provided herein, IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed and made effective as of the Effective Date. AGENCY: DEVELOPER:- Urban Renewal Agency of the City of MusseA Construction,Inc. Caldwell,Idaho 13y: B a laane: Name: t4jt4c Its: = ,:�r Its: IP-r4,67S. Date: ? Date: Z 40 r UCENS Al'+ AGREEMENT FOR LBUTED MAMXNANCE,Pap 3