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RESOLUTION NO. 2021-
A RESOLUTION OF THE CALDWELL URBAN RENEWAL AGENCY
AUTHORIZING THE EXECUTION OF A SECOND AMENDMENT TO AGREEMENT
TO NEGOTIATE EXCLUSIVELY WITH DECHASE DEVELOPMENT SERVICES,
LLC.
BE IT HEREBY RESOLVED by the Caldwell Urban Renewal Agency authorizes the
execution of the agreement made part hereof and set forth in full with deChase Development
Services, LLC.
PASSED BY THE CALDWELL URBAN RENEWAL AGENCY this 1 Ith day of January,
2021.
APPROVED BY THE CHAIRMAN OF THE URBAN RENEWAL AGENCY OF THE
CITY OF CALDWELL on this 1 lt" day of January, 2021.
APPR VED:
MA'IRNAN R HOPPER
ATTEST:
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SECRETARY
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SECOND AMENDMENT TO
AGREEMENT TO NEGOTIATE EXCLUSIVELY
THIS SECOND AMENDMENT TO AGREEMENT TO NEGOTIATE EXCLUSIVELY(this
"Second Amendment") is made effective January 11, 2021, between the Urban Renewal
Agency of Caldwell, Idaho, a public body, corporate and politic, organized pursuant to the Idaho
Urban Renewal Law, Title 50, Chapter 20, Idaho Code as amended ("Agency"), and deChase
Development Services, LLC, an Oregon limited liability company ("Developer"):
RECITALS:
A. Agency and Developer entered into that certain Agreement to Negotiate Exclusively dated
effective May 11, 2020 (the "Agreement"), for the purpose of analyzing and negotiating
development for the Site as defined in the Agreement.
B. The parties previously extended the Agreement pursuant to the terms of the First
Amendment approved by the Agency on or about October 12, 2020.
C. Agency and Developer agree it is in the best interest of the Agency and Developer to extend
the Termination Date until March 8, 2021 on the terms and conditions set forth herein.
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. Amendment to Section 102: Section 102 shall be amended to extend and define
the Termination Date as Monday, March 8, 2021. Provided, however, that if the Design
Development Plan presented to the Agency by Developer on February 15, 2021 as described in
the next paragraph is not approved by Agency, Agency shall have the option of terminating the
Agreement on or after February 16, 2021 by notice to Developer.
3. Supplement to Section 202.01: The parties acknowledge that they have been
engaged in the"design refinement process"contemplated in Section 102.01 of the Agreement and
that and common understandings have been developed in recent correspondence concerning the
site layout, the extent and type of residential uses, a preference for a hotel and a commercial
building alternative if the hotel proves infeasible. Developer has committed to providing an
updated Design Development Plan (in sufficient detail to allow the parties to obtain a reuse
appraisal) no later than February 15, 2021. Further, Developer shall provide a status report to the
Agency at its January H, 2021 regular meeting. To the extent of any inconsistency between this
section and Section 202.01 of the Agreement,the terms of this section shall control.
SECOND AMENDMENT TO ANE—Page 1
4. Counterparts: This Second 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.
5. Ratification: Except as amended by this Second Amendment, the Agreement 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 First Amendment.
(signatures on, ollowing page)
SECOND AMENDMENT TO ANE-Page 2
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EXECUTED as of the date first above written.
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DEVELOPER:
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DECHASE DEVELOPMENT
SERVICES, LLC
By:
J. Dean Pape, Manager
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SECOND AMENDMENT TO ANE—Page 3