HomeMy WebLinkAboutACHD and COSTCO City Utility Reimbursement AgreementCITY UTILITIES REIMBURSEMENT AGREEMENT
Meridian Idaho Costco
This CITY UTILITIES REIMBURSEMENT AGREEMENT ("Agreement") is made and entered into this
t_ day of A jQj a 2019 ("Effective Date"), by and among the CITY OF MERIDIAN, a
municipal corpora ' n of the State of Idaho ("City"); the ADA COUNTY HIGHWAY DISTRICT
("ACHD"), a highway district created pursuant to the laws of the state of Idaho; and COSTCO
WHOLESALE CORPORATION, a Washington corporation ("Costco").
RECITALS
A. Costco is developing a Costco Wholesale general merchandise facility at the corner of
Chinden Boulevard and Ten Mile Road in Meridian, Idaho.
B. ACHD, Costco and the Idaho Transportation Department ("ITD") are parties to that certain
Sales Tax Anticipation Revenue Reimbursement Agreement dated July 30, 2018, as amended ("STAR
Agreement").
C. Pursuant to the STAR Agreement, Costco is planning to construct certain improvements to
Chinden Boulevard (including the intersection with Black Cat Road) and to Ten Mile Road; references
herein to "Chinden Improvements" and "Ten Mile Improvements" include the scope and meaning set forth
in the STAR Agreement.
D. City has identified certain City utility improvements that City desires to be included within
the planned roadway improvements.
E. The parties enter into this Agreement to address the terms for reimbursement to Costco for
costs incurred in the installation of the identified City utility improvements
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by each of the parties hereto and the recitals set forth above, which are hereby acknowledged
by the parties as true and correct and incorporated herein, the parties agree as follows:
1. Chinden.
1.1. Fiber Optic Conduit. City desires the installation of 2" fiber optic conduit, as described in Exhibit
A ("Conduit Improvements"), be included in the Chinden Improvements. City has designed the
Conduit Improvements for inclusion in the Chinden Improvements plans to be approved by ITD.
Upon substantial completion of the Conduit Improvements, Costco will invoice City for all costs
Costco has incurred for design and installation of the Conduit Improvements. Within thirty (30)
days of receipt of such invoice, City will pay the invoice in full. The current estimated cost for the
Conduit Improvements is Eighty-eight Thousand One Hundred Seventy-four Dollars ($88,174);
however, the parties acknowledge this is only an estimate and Costco's request for reimbursement
will reflect actual costs incurred.
1.2. Black Cat/Chinden Intersection. City desires certain improvements, including a fire hydrant
relocation, at the Chinden/Black Cat intersection, as described in Exhibit B (`Black Cat Utility
Improvements"), be included in the Chinden Improvements. City has designed the Black Cat
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Utility Improvements for inclusion in the Chinden Improvements plans to be approved by ITD.
Upon substantial completion of the Black Cat Utility Improvements, Costco will invoice City for
all costs Costco has incurred for design and installation of the Black Cat Utility Improvements.
Within thirty (30) days of receipt of such invoice, City will pay the invoice in full. The current
estimated cost for the Black Cat Utility Improvements is Twelve Thousand Six Hundred Dollars
($12,600); however, the parties acknowledge this is only an estimate and Costco’s request for
reimbursement will reflect actual costs incurred.
2. Ten Mile .
2.1. Service Stubs. City desires the installation of sewer and water service stubs for extension of City
services to a third party property owner, as described in Exhibit C (“ Service Stubs ”), be included
in the Ten Mile Improvements. ACHD has incorporated the Service Stubs into ACHD’s design of
the Ten Mile Improvements. Upon substantial completion of the Service Stubs, Costco will invoice
City for the costs incurred for installation of the Service Stubs. Within thirty (30) days of receipt
of such invoice, City will pay the invoice in full. City is solely responsible for collecting any
payment from the third party property owner, and City will pay Costco’s invoice in full in
accordance with this section regardless of the amount or timing of any third party property owner
payment to City. The current estimated cost for the Service Stubs is Five Thousand Two Hundred
Fifty Dollars ($5,250); however, the parties acknowledge this is only an estimate and Costco’s
request for reimbursement will reflect actual costs incurred.
2.2. Cost Share Permit Improvements. City and ACHD have entered into that certain Ada County
Highway District Cost Share Permit , dated April 23, 2019 (“ Permit ”), for certain City
improvements within Ten Mile Road (collectively, “ Permit Improvements ”), which
improvements are generally described in Exhibit D. ACHD has incorporated the Permit
Improvements into ACHD’s design of the Ten Mile Improvements. Upon substantial completion
of the Permit Improvements, Costco will invoice City for the costs incurred for installation of the
Permit Improvements. Within thirty (30) days of receipt of such invoice, City will pay the invoice
in full, and City will provide notice of such payment to ACHD, which full payment and notice
will satisfy City’s obligations in the Permit to pay ACHD for the installation of the Permit
Improvements. The current estimated cost for the Permit Improvements is Fifty-Four Thousand
Fifty Dollars ($54,050); however, the parties acknowledge this is only an estimate and Costco’s
request for reimbursement will reflect actual costs incurred.
2.3. Sewer and Water Improvements. City desires the installation of certain sewer and water
improvements, as described in Exhibit E (“ Sewer and Water Improvements ”), be included in
the Ten Mile Improvements. ACHD has incorporated the Sewer and Water Improvements into
ACHD’s design of the Ten Mile Improvements. Upon substantial completion of the Sewer and
Water Improvements, Costco will invoice City for all costs Costco has incurred for design and
installation of the Sewer and Water Improvements. Within thirty (30) days of receipt of such
invoice, City will pay the invoice in full. The current estimated cost for the Sewer and Water
Improvements is Sixty-four Thousand Six Hundred Twenty-seven Dollars ($64,627); however,
the parties acknowledge this is only an estimate and Costco’s request for reimbursement will
reflect actual costs incurred.
3. General Terms .
3.1. Project Costs. The parties acknowledge and agree that all of the utility improvements described
in this Agreement are included within the “approved transportation improvements” described in
Meridian City Council Meeting Agenda August 6, 2019 – Page 326 of 400
CITY UTILITIES REIMBURSEMENT AGREEMENT – Meridian Idaho Costco Page 3 of 10
the STAR Agreement. City has allocated and appropriated all funds necessary to make each of the
reimbursement payments to Costco contemplated in this Agreement.
3.2. Limited Effect of Agreement. The purpose of this Agreement is to set forth the terms for
reimbursement to Costco for installing the identified City utility improvements. This Agreement
imposes obligations on City to reimburse Costco for certain utility improvements upon substantial
completion of the improvements and invoice to City, as described herein. This Agreement does
not alter the terms in the STAR Agreement or impose any new obligations or liabilities on Costco,
regarding the design or installation of improvements or otherwise. This Agreement does not alter
any City approvals related to Costco’s facility. This Agreement does not provide any new rights
or remedies to City.
3.3. Entire Agreement. This Agreement sets forth the entire understanding and agreement of the
parties. Other agreements referenced herein are unaffected by the terms in this Agreement, except
as to the provision in Section 2.2 regarding the satisfaction of City’s obligations in the Permit to
pay ACHD for the installation of the Permit Improvements.
3.4. Severability. If any provision of this Agreement will be held or deemed to be or will, in fact, be
inoperative or unenforceable as applied in any particular case in any jurisdiction because it
conflicts with any other provision or provisions or any constitution or statute or rule of public
policy, or for any other reason, such circumstances will not have the effect of rendering the
provision in question inoperative or unenforceable in any other case or circumstance, or of
rendering any other provision or provisions herein contained invalid, inoperative or unenforceable
to any extent whatever.
3.5. Notices. Except as otherwise provided in this Agreement, all notices, certificates or other
communications hereunder will be sufficiently given when in writing and either mailed by first
class mail, postage prepaid, with proper address as indicated below or sent by electronic mail. Any
party may, by written notice, designate any address or addresses to which notices, certificates or
other communications to it will be sent when required as contemplated by this Agreement.
City City of Meridian
Attn: City Attorney’s Office
33 E. Broadway Ave.
Meridian, Idaho 83642
ACHD: Ada County Highway District
Attn: Gary Inselman
3775 N. Adams Street
Garden City, ID 83714-6447
Costco: Costco Wholesale Corporation
Attn: Peter Kahn
999 Lake Drive
Issaquah, WA 98027
Meridian City Council Meeting Agenda August 6, 2019 – Page 327 of 400
CITY UTILITIES REIMBURSEMENT AGREEMENT – Meridian Idaho Costco Page 4 of 10
with copy to:
Costco Wholesale Corporation
Attn: Bruce Coffey
999 Lake Drive
Issaquah, WA 98027
and
Givens Pursley LLP
Attn: Deborah E. Nelson
601 W. Bannock Street
Boise, ID 83702
Notice shall be deemed given upon actual receipt (or attempted delivery if delivery is refused),
if personally delivered or rejected.
3.6. Counterparts. This Agreement may be simultaneously executed in several counterparts, each of
which will be an original and all of which will constitute but one and the same instrument.
3.7. Governing Law. This Agreement will be governed exclusively by and construed in accordance
with the laws of the State of Idaho.
3.8. Exhibits. All Exhibits hereto are hereby incorporated by reference as if fully set forth herein.
[end of text; signatures and exhibits follow]
Meridian City Council Meeting Agenda August 6, 2019 – Page 328 of 400
IN WITNESS WHEREOF, the parties have executed this Agreement, effective as of the Effective Date.
CITY:
CITY OF MERIDIAN, a municipal corporation of the
State of Idaho
By:
Its: M[Or
ACHD:
ADA COUNTY HIGHWAY DISTRICT, a highway
district creat oil under the laws of the state of Idaho
Its:
COSTCO:
COSTCO WHOLESALE CORPORATION, a
Washington corporation
By:
Its:
CITY UTILITIES REEVIBURSEMENT AGREEMENT — Meridian Idaho Costco Page 5 of 10
IN WITNESS WITF.REOF, the parties have executed this Agreement, effective as of the Effective Date.
CITY:
CITY OF MERIDIAN, a municipal corporation of the
State of Idaho
By: T
Its: "or
ACRD:
ADA COUNTY HIGHWAY DISTRICT, a highway
dish ict created under the laws of the state of Idaho
By:
Its:
COS"I'CO
COSTCO W14OLESALE CORPORATION, a
Washington cmPaalion
4A�
By:/1
Its: I�jp" t t�i�s'rCz
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CITY UTILITIES REIMBURSEMENT AGREEMENT – Meridian Idaho Costco Page 6 of 10
Exhibit A
Conduit Improvements in Chinden
AS SHOWN WITHIN:
US 20 / 26 SH – 16 to Linder Road Federal Aid Project NO. A021(858) Key No. 21858 Ada
County
o Illumination & ITS Plans (sheets 263-277)
Meridian City Council Meeting Agenda August 6, 2019 – Page 330 of 400
CITY UTILITIES REIMBURSEMENT AGREEMENT – Meridian Idaho Costco Page 7 of 10
Exhibit B
Black Cat Utility Improvements
AS SHOWN WITHIN:
US 20 / 26 SH – 16 to Linder Road Federal Aid Project NO. A021(858) Key No. 21858 Ada
County
Meridian City Council Meeting Agenda August 6, 2019 – Page 331 of 400
CITY UTILITIES REIMBURSEMENT AGREEMENT – Meridian Idaho Costco Page 8 of 10
Exhibit C
Service Stubs in Ten Mile
AS SHOWN WITHIN:
ACHD Ten Mile Road Utility Improvements ACHD Project NO. 518030
o Sheets G-1, G-2, W-2 – W-5
Meridian City Council Meeting Agenda August 6, 2019 – Page 332 of 400
CITY UTILITIES REIMBURSEMENT AGREEMENT – Meridian Idaho Costco Page 9 of 10
Exhibit D
Permit Improvements in Ten Mile
AS SHOWN WITHIN:
ACHD Ten Mile, McMillan Rd to Chinden Blvd Project Number: 518030
o Traffic Signal & Illumination Plans
Meridian City Council Meeting Agenda August 6, 2019 – Page 333 of 400
CITY UTILITIES REIMBURSEMENT AGREEMENT – Meridian Idaho Costco Page 10 of
10
Exhibit E
Sewer and Water Improvements in Ten Mile
AS SHOWN WITHIN:
ACHD Ten Mile Road Utility Improvements ACHD Project NO. 518030
o Sheets G-1, G-2, W-2 – W-5
Meridian City Council Meeting Agenda August 6, 2019 – Page 334 of 400