HomeMy WebLinkAboutHigh Desert Development Linder Village, LLC City Utilites and Streetlight Improvements Reimbursement Agreement CITE'UTILITIES AND STREETLIGHT IMPROVEMENTS
REIMBURSEMENT AGREEMENT
This CITY UTILITIES AND STREETLIGHT IMPROVEMENTS
REIMBURSEMENT AGREEMENT ("Agreement") is made and entered into this 4th day
January 2022 ("Ll ffeetive Date"), by and among the CITY OF MERIDIAN, a municipal
corporation of the State. of Idaho ("City"), and HIGH DESERT DEVELOPMENT LINDER
VILLAGE, LLC, an Idaho limited liability company, as assignee of HIGH DESERT
DEVELOPENT, INC., an Idaho corporation ("Developer").
RE CITALS
A. Developer is developing a shopping center retail complex at the southeast
coiner of Chinden Boulevard and Linder Road in Meridian, Idaho (the "Complex").
B. The Complex is referenced in that certain Sales Talc Anticipation Revenue
Reimbursement Agreement, dated January 17, 2019 ("STAR Agreement"), entered into by
and between High Desert Development, Inc. ("FIDD"), the Ada County Highway District, the
Idaho Transportation. Department, and the Idaho Transportation Board.
C. HDD has assigned its rights under the STAR Agreement to High Desert.
Development Linder Village, LLC ("HDDLV"). As meaning and context may require,
reference hereinafter to Developer means and includes HDDLV as the Developer under this
Agreement and under the STAR Agreement.
D. Pursuant to the STAR Agreement, as part of the highway project contemplated
thereunder (the "Project"), Developer planned for and is in the process of completing the
installation or construction of certain "approved transportation improvements" within the
meaning of same as set forth in the STAR Agreement.
D. City identified certain utilities improvements and certain streetlight
improvements (the "City Utilities and Streetlight Improvements") that City desired be
included within and designed, installed or constructed as part of the initial phase of the Project
("Phase I of the Project").
F. Subject to the terms and conditions of the STAR Agreement, the City Utilities
and Strectlight Improvements are intended to qualify as "approved transportation
improvements"within the meaning of same as set forth in the STAR Agreement.
G. For convenience and expedience, at the request of City, Developer
commenced, has proceeded with and is in the process of completing the design, installation or
construction of the City Utilities and Streetlight Improvements for Phase I of the Project, with
the understanding that upon substantial completion of same, City would reimburse Developer
for costs incurred in such design and installation or construction.
H. The parties enter into this Agreement to expressly set forth the terms and
conditions for such reimbursement by City to Developer.
AGREEMENT
NOW THEREFORE, for and in consideration of the Recitals above, which are a part
hereof and not mere recitals, for the covenants, terms and conditions herein contained, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. Utilities Improvements. The "Utilities Improvements" desired by City ,uad
as designed and installed or constructed by Developer as part of Phase 1 of the Project are
identified on Exhibit A attached hereto and made a part hereof (hereinafter the "Phase I
Utilities Improvements". Upon substantial completion of the Phase I Utilities Improvements,
Developer will invoice City for all costs Developer has incurred for design, installation or
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42795M12.13499796.3
Item#22.
construction of same. Within thirty (30) days of receipt of such invoice. City will pay the
invoice in full.
2. Streetlight Improvements. The "Streetlight Improvements" desired by City
and as designed and installed or constructed by Developer as part of Phase 1 of the Project are
also identified on Exhibit A (hereinafter referred to as the "Phase I Streetlight
Improvements"). Upon substantial completion of the Phase I Streetlight Improvements,
Developer will invoice City for all costs Developer has incurred for design, installation or
construction of same. Within thirty (30) clays of receipt of such invoice, City will pay the
invoice in full.
3. Cost. The combined cost for both the Phase I Utilities Improvements and the
Phase I Streetlight Improvements is $415,425.00. The foregoing amount is based on final bids
for Phase I and reflects the actual costs incurred.
4. General 'Terins.
4.1 Project Costs. Regardless of whether or not the Phase 1 Utility
Improvements and/or the Phase 1 Streetlight Improvements are "approved transportation
improvements" within the meaning for same set forth in the STAR Agreement, City has
allocated acid appropriated all funds necessary to make all the reimbursement payments to
Developer contemplated in this Agreement and has complied with all applicable laws,
including all procurement laws.
4.2. Limited Effect of Agreement. The purpose of this Agreement is to set
forth the terms for reimbursement to Developer for installing the identified Phase 1 Utility
Improvements and the Phase 1 Streetlight Improvements in conformance with plans and
specifications for same as provided by City to Developer. This Agreement imposes
obligations on City to reimburse Developer for the costs of design, installation or
construction of same upon substantial completion and invoice to City, as described herein.
This Agreement is not intended to alter the terms in the STAR Agreement or impose any
new obligations or liabilities on Developer, regarding the design, installation or construction
of transportation improvements or otherwise. This Agreement does not alter any City
approvals related to the Complex. This Agreement does not provide any new rights or
remedies to City.
4.3. Phase 2 Utility and Streetlight Improvements. This Agreement sets
forth the agreement of the parties specifically with respect to Phase I of the Project. The
agreement of the parties with respect to the anticipated next phase of the Project ("Phase 2 of
the Project") will be set forth in a separate written agreement.
4.4 Entire Agreement. This Agreement sets forth the entire understanding
and agreement of the parties with respect to the matters referenced herein.
4.4. Severability. If any provision of this Agreement is 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 will not have the effect of rendering the provision in question
inoperative or unenforceable in any other case or circuunstance, or of rendering any other
provision or provisions herein contained invalid, inoperative or unenforceable to any extent
whatever.
4.5. 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.
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42795.0012.13499796. Page 622
Item#22.
City: City of Meridian
Attn. City Attorney's Office
33 E. Broadway Ave.
Meridian, Idaho 83642
Developer: High Desert Development Linder Village, LLC
Attn: Joe Huarte, Manager
712 N. Troutner Way
Boise, Idaho 83712
With copy to: DMG Real Estate Partners, LLC
Attn: L. David McKinney
2537 W. State Street, Suite 110
Boise, Idaho 83702
Notice shall be deemed given upon actual receipt (or attempted delivery if delivery is refased),
if personally delivered or rejected.
4.6. Counterparts, Facsimile Delivery. This Agreement may be executed in
multiple counterparts, each of wl-ich shall be deemed an original when signed and all of which
together shall constitute one and the same instrument. Delivery of an executed copy of this
Agreement by facsimile, telecopy, telex, e-mail or other means of electronic communication
producing a written copy will be deemed to be as effective as delivery of an original.
4.7. Governing.Law. This Agreement will be governed exclusively by and
construed in accordance with the laws of the State of Idaho.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
Effective Date.
D11JVELOPER:
High Desert Development Linder Village, LLC
By: c F LJ z j
Its: 6 Fr"'-
CITY: Attest:
City of Meridian
. . ...................... . ........ ................... . ... . ........... ..........
By: By:
Robert E. Simison, Mayor 1-4-2022 Chris Johnson, City Cleric 1-4-2022
3 42795.0012.13499796. Page 623
Item#22.
EXHIBIT A
Phase I Utilities Improvements
and
Please IStreetlight Improvements
(see attached)
.... ......... .... ..... . ......... ....... .. ... .. ................. ... .... .. .... ...... .... . .... ....... ...... .... .. .......... ..... .......... ... .. ..... . ... .. ..... ... ......... .........................
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