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Home My WebLink AboutURA RES 2021-11 RESOLUTION NO. 2021- A RESOLUTION OF THE URBAN RENEWAL AGENCY OF THE CITY OF CALDWELL, IDAHO APPROVING AND AUTHORIZING THE EXECUTION OF FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT WITH MUSSELL CONSTRUCTION, INC. 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 8th day of March, 2021. CHAIRMAN ATTEST: SECRETARY IF 0.V a I DOW# FIRST AMENDMENT TO DISPOSITION AND DEVELOPMENT AGREEMENT This First Amendment to Disposition and Development Agreement ("Amendment") is entered into on this 8"'day of March 2021 ("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 1 Vh 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 previously acquired ownership of real property located at 711 Cleveland Blvd. and an option to purchase the real property located at 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,Developer responded to the Request for Proposals,and Agency selected Developer to redevelop the Property; and WHEREt`kS,the Parties previously entered into a Disposition and Development Agreement ("DDA") that provides, among other things, for the eventual redevelopment by, and transfer of, the Property to Developer; and WHEREAS, the portion of the Property located at 306 S. Kimball ("Kimball Property") is intended for dedicated parking associated with the primary events center building located at 711 Cleveland Blvd. ("Cleveland Property"); and WHEREAS, while the Cleveland Property is currently ready for transfer and redevelopment, the Kimball Property is still being inspected and evaluated by the Parties and is not ready for transfer; and WHEREAS, the Parties anticipate that the Kimball Property will be ready for transfer within the next twelve(12)months; and. WHEREAS, in order to commence the redevelopment project on the Cleveland Property now and to provide alternate parking until the Kimball Property can be transferred and redeveloped for parking purposes, the Parties agree to amend the DDA as set forth herein. Page 1 1 NOW, THEREFORE, Agency and Developer agree to amend the DDA as follows: 1. Transfer of the Property. The DDA is hereby amended to provide that the Property shall be transferred to Developer in two separate closings. Transfer of the Cleveland Property shall take place as soon as practicable after approval of this Amendment. Closing on the Kimball Property shall occur on or before March 1, 2022. 2. Purchase Price. The DDA provides at Section 1.1 that the purchase price of the Property will be its redevelopment value as determined by Valbridge Property Advisors of Boise, Idaho. Provided, however, that if the redevelopment value of the Property is less than zero dollars, the purchase price shall be zero dollars. Since execution of the DDA the reuse appraisal of the Property has been obtained. It shows a negative redevelopment value and the Parties agree the purchase price of the Prop�;rty, both the Cleveland Property and the Kimball Property, is zero dollars ($0). 3. Lease of Parking Spaces from City of Caldwell. Because closing on the Kimball Property will be delayed, and because the project needs dedicated parking, the City of Caldwell, Idaho has agreed to assist the Parties by leasing nearby parking spaces to Developer until such time as the Kimball Property can be transferred to Developer and improved for parking purposes. 4. Project Schedule. The project schedule set out at Exhibit C of the DDA is hereby amended as provided in Exhibit A, attached and incorporated by this reference. 5. Remaining Provisions Affirmed. All other terms of the DDA are hereby affirmed. 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 the City of Caldwell, Idaho Attn: Debbie Geyer 411 Blaine St. Caldwell, Idaho 83605 Fax: (208)455-3003 Email: dgeyer@cityofcaldwell.org Page 1 2 D�;veloper: Mussell Construction,Inc. Attn: Mike Mussell 320 1 lth 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 Party. 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. 10. Amendment. This Agreement may only be amended and modified by a writing executed by Developer and Agency. 11. Governing Law. The validity, meaning and effect of this Agreement shall be determined in accordance with the laws of the State of Idaho. 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 counterpart of this Agreement. 13. No Third-Party Beneficiary Rights. 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. Page 1 3 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 Mussell Construction,Inc. Caldwell,Idaho By: 1 By: '-'U& Name p. v Name: t 1`—E tvLtr SS a Its: Oa\-nnta n Its: Date: 1\C"1C1 h Z—_ Date: J� ` 2— Page 1 4 EXHIBIT A (Revised Project Schedule) Event Date Appraisal Obtained: Completed Design Review: Completed Building Permit Issued for Cleveland Property: May 1, 2021 Commencement of Physical Construction for Cleveland Property: June 1, 2021 Completion of Physical Construction: Phase 1: Exterior renovations for Cleveland Property: February 1, 2022 Phase 2: Interior renovations for Cleveland Property: December 1, 2022 Parking lot construction on Kimball Property: December 1, 2022 Construction Complete: December 1, 2022 Page 1 5