HomeMy WebLinkAboutURA RES 2021-07 RESOLUTION NO. 2021-
A RESOLUTION OF THE CALDWELL URBAN RENEWAL AGENCY
AUTHORIZING THE EXECUTION OF AN AGREEMENT TO TERMINATE
DISPOSITION AND DEVELOPMENT AGREEMENT WITH SIDE A BREWING,LLC.
BE IT HEREBY RESOLVED by the Caldwell Urban Renewal Agency authorizes the
acceptance of the agreement made part hereof and set forth in full.
PASSED BY THE CALDWELL URBAN RENEWAL AGENCY this 81h day of February,
2021.
APPROVED B C'THE CHAIRMAN OF THE URBAN RENEWAL AGENCY OF THE
CITY OF CALDWELL on this 81h day of February, 2021.
APP VED:
4 HAI ANRT M. HOPPER
ATTEST:
05
o���rfr�Nlrlly�N
a.
SECRETARY ®w® cop�y'�°
• ® Y � p
• q�
AGREEMENT TO TERMINATE
DISPOSITION AND DEVELOPMENT AGREEMENT
This Termination of Disposition and Development Agreement ("Agreement") is entered
into on this,)�Sday of- ,2021 ("Effective Date")by and between The Urban Renewal
Agency of the City`of Cald�daho, an independent public body corporate and politic, of 411
Blaine St., Caldwell, Idaho 83605 ("Agency") and Side A Brewing, LLC, an Oregon limited
liability company, of 1219 Washington Ave.,La Grande, Oregon 97850("Developer"). Agency
and Developer may be individually referred to as a "Party" and collectively referred to as the
"Parties."
RECITALS
WHEREAS,the Parties previously entered into that certain Disposition and Development
Agreement with an effective date of August 10,2020 ("DDA")concerning redevelopment of the
property owned by Agency located easterly of the intersection of S.Kimball Ave and Arthur Street
in downtown Caldwell and more particularly described on Exhibit A,attached and incorporated
by this reference("Property") and
WHEREAS,the Parties have agreed to terminate the DDA with no Party have any further
obligation thereunder.
NOW,THEREFORE,Agency and Developer agree as follows:
1. Termination of DDA. The Parties hereby terminate the DDA. Neither Party shall
have any Ruther obligations under the DDA and each Party waives and relinquishes its rights
thereunder.
2. Litigation and Investigations. There are no actions, suits, legal or administrative
proceedings, governmental investigations, or adverse developments pending or, to the best of
Developer's knowledge, threatened against or affecting the Property in connection with
Developer's conduct related to the Property or the DDA.
3. Authorization and Validity. The execution, delivery;and performance of this
Agreement has been duly authorized by all necessary corporate action. This Agreement constitutes
the legal,valid, binding obligations of the Parties. Each Party has the full power to perform its
obligations under this Agreement.
AGREEMENT TO TERMINATE DISPOSITION AND DEVELOPMENT AGREEMENT,Page I
4. Non-Assigm-nent no Liens. Developer has not assigned any rights in the DDA to
any third party nor has Developer engaged in any conduct that might give rise to a lien on the
Property for services,labor or material pursuant to Idaho Code 45-501, et seq.
5. 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.
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. 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.
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 Side A Brewing,LLC
Caldwell aho
Caldwell aho
By: By:
7
ej,l
Name.
Namae- ame:
Its: Its: 21 A
Date: 2- Date:
AGREEMENT TO TERMINATE DISPOSITION AND DEVELOPMENT AGREEMENT,Page 2
E
tPraperty Leal Descritationl
Lots 22,23,and 24 in Block 5 of CALDWELL,according to the Revised Map filed
July 29, 1891, in Book I of Plats at Page 20, in the office of the County Recorder,
Canyon County,Idaho.
AGREEMENT TO TERMINATE DISPOSITION AND DEVELOPMENT AGREEMENT,Page 3