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Home My WebLink AboutMeridian Development Corporation Civic Block Development Proposal 2023 added termination letter and supporting docs. MEMORANDUM OF AGREEMENT CIVIC BLOCK DEVELOPMENT PROPOSAL This MEMORANDUM OF AGREEMENT ("Agreement") is made this12th day of April , 2022 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Meridian Development Corporation, an urban renewal agency organized under the laws of the State of Idaho ("MDC") and Meridian Caddis, LLC, a Michigan limited liability company registered to do business in Idaho ("Respondent"). The foregoing may be collectively referred to as "Parties" or individually as a "Part " Y• WHEREAS,MDC in cooperation with the City issued a Request for Proposals ("RFP") seeking proposals from interested parties for the development or redevelopment of the Civic Block property(the "Project") containing parcels owned by the City and MDC; WHEREAS,River Caddis Development, LLC, a Michigan limited liability company(the "Original Respondent") submitted one of three proposals received and was selected by MDC and the City subject to certain contingencies; WHEREAS, Respondent is wholly owned by Original Respondent or its principals and was formed by Original Respondent for purposes of entering into this Agreement and the Definitive Agreements (as defined in Article 2, below) and pursuing the Project; WHEREAS, the Parties desire to describe the process necessary for the Respondent's proposal to move forward; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants herein contained, the Parties agree as follows: 1. MDC and the City's acceptance of the Original Respondent's proposal was conditioned upon the attached list of contingencies which includes RFP and RFP addendum content, the Original Respondent's proposal and presentations, as well as conditions discussed at MDC and City joint public meetings where Original Respondent was present(See Exhibit A attached hereto and incorporated by reference herein). The Parties acknowledge and agree to these contingencies and that they will be incorporated into the Definitive Agreements or survive the execution of the Definitive Agreements, as applicable. 2. The Respondent agrees that its Proposal will remain valid until the completion of negotiations and possible execution of (i) a purchase and sale agreement for the City property between the City, as seller, and MDC, as purchaser(the "City/MDC Purchase Agreement"); (ii) a purchase and sale agreement between MDC as seller, and Respondent, as purchaser, for the MDC property and the City property(the MDC/Respondent Purchase Agreement"); and(iii) an owner participation agreement for the entire Project property between MDC and Respondent, as developer(the "OPA") (all of the aforementioned agreements in this paragraph are collectively referred to as the "Definitive Agreements"). The Parties acknowledge that the sale of the City property to MDC is subject to a public process and is a necessary component of the Definitive Agreements. The Parties acknowledge that the City cannot guarantee an outcome and/or commit to transfer of the city MEMORANDUM OF AGREEMENT 2022 RFP CIVIC BLOCK PROJECT PAGE 1 OF 8 42358753.10 property to MDC in advance of that public process. 3. This Agreement is governed by the laws of the State of Idaho, constitutes the entire understanding between the Parties and may not be modified except by written consent of all the Parties. The Parties agree to participate in the negotiation of the Definitive Agreements in good faith. This Agreement will automatically terminate if the Definitive Agreements acceptable to all parties are not executed by City, MDC and Respondent as applicable on or before 5:00 pm on December 31, 2022 (the "Negotiation Period Expiration Date"). If this Agreement is in effect, then between the Effective Date and the Negotiation Period Expiration Date, City and MDC shall deal exclusively with the Respondent in connection with the Project and shall not negotiate, discuss or enter into any purchase agreement, owner participation agreement or similar agreement with respect to the Project or the Project property as referenced above with any other party. The Parties may extend the Negotiation Period Expiration Date by mutual written amendment to this Agreement. Upon the execution of the Definitive Agreements by the Parties, this Agreement shall be of no further force or effect, except for those obligations set forth herein that expressly survive the execution of the Definitive Agreements. 4. Either Party may terminate this Agreement upon thirty(30) days written notice of default regarding the terms and conditions of this Agreement or for lack of substantial progress in the negotiations of the Definitive Agreements. If the defaulting Party cures the default or lack of substantial progress within the thirty(30) day period described in the notice, then the notice shall be deemed withdrawn and this Agreement will remain in effect. Any notices, demands or requests required or permitted to be given hereunder must be in writing and shall be deemed to be given(i) when hand delivered; or(ii) one (1)business day after delivery to FedEx or similar overnight service for next business day delivery; or(iii)three (3)business days after deposit in the U.S. mail first class postage prepaid; or(iv) when sent by facsimile or electronic (pdf)transmission during normal business hours (i.e., 8:00 a.m. to 6:00 p.m., Monday through Friday), if such transmission is immediately followed by any of the other methods for giving notice. For communication purposes the contact information for the Parties is as follows: Ashley Squyres Meridian Development Corporation 104 E.Fairview#239 Meridian,ID 83642 208-830-7786 Email:_meridiandevelopmentcorp@gmail.com John McGraw Director of Development River Cadis Development,LLC 1038 Trowbridge Road East Lansing,Michigan 48823 Email:jmcgraw@rivercaddis.com Bruce Freckleton City of Meridian 33 E.Broadway Ave Meridian,ID 83642 Email:bfreckleton@meridiancity.org [SIGNATURES ON FOLLOWING PAGE] MEMORANDUM OF AGREEMENT 2022 RFP CIVIC BLOCK PROJECT 42358753.10 PAGE 2 OF 8 IN WITNESS WHEREOF,the Parties hereto have executed this Agreement effective as of the date first noted above. MERI DEVELOPMENT CORPORATION: By: Dave Winder, Chairman Attest: S ve Vlassek, Secretary CITY OF MERIDIAN: ° sFat. Robert E. Si son ayor 4-12-2022 Attest: Chri Johnso`;° Clerk 4-12-2022 MERIDIAN CADDIS,LLC �411 ' By: Kevin T. McGraw, 4-15-22 MEMORANDUM OF AGREEMENT 2022 RFP CIVIC BLOCK PROJECT PAGE 3 OF 8 42358753.10 Item#6. EXHIBIT A Civic Block Project Development Contingencies MDC and the City recommend approval of the Respondent's proposal with the contingencies cited below, which will be incorporated into the Definitive Agreements as applicable. It is important to note that the OPA will place all of the risk on the Respondent as to whether the tax increment generated by the Project will be sufficient to cover the reimbursable costs of the Project and corresponding improvements. If the required contingencies are not met, the Project will not move forward, and the City and MDC will not have expended any funds. • The final Project must address the Guiding Principles and Basis for Selection criteria outlined in the RFP and incorporated herein by this reference. To the extent that the list set forth below contains additional requirements beyond what is specified in the RFP, the more specific requirements shall prevail. Specifically: a. Preferred projects should feature a mixed-use development with active street level uses that will bring visitors to the area, service downtown residents and workers, and contribute to the vitality of Downtown Meridian. b. The Project should"substantially conform with the vision, goals, and objectives of Destination Downtown, the Meridian Revitalization and Union District Plans, and the Comprehensive Plan for the City of Meridian." c. Economic benefits include...broadening and enhancing the economic base of the downtown, stimulating new growth and other private development and investment, tax revenue generated, increased property values, long term economic opportunities, employment and job creation, and attraction of visitors and residents to support downtown businesses. d. Preferred projects will include outdoor spaces that encourage public gathering. e. Respondent timelines and cost breakdowns should include all visioning, community outreach and engagement, design, Ada County Highway District ("ACHD") approvals, and construction for East 2nd Street improvements." Preferred projects are "encouraged to capitalize on"the enhanced streetscapes and pedestrian-friendly downtown corridor on East 2nd Street"and create pedestrian connections to the proposed project. f. Regarding the public alley vacation, the proposed project must include one-way vehicular access from East 2nd Street. Respondent will obtain the approval for the location of the one- way vehicular access from the adjoining landowners (unBound and COMPASSNRT). MEMORANDUM OF AGREEMENT 2022 RFP CIVIC BLOCK PROJECT PAGE 4 OF 8 42358753.10 Page 58 Item#6. g. Prior to the execution of the Definitive Agreements, Respondent shall provide City and MDC representatives with an opportunity to meet with Respondent's proposed financing provider to discuss and verify the Respondent's financial ability and financing plan to complete the project in a timely manner and verify the liquidity and net worth of the guarantor entity. • Respondent should begin stakeholder outreach and engagement as soon as practical. Public notification should include all property owners, residents, and businesses within 500 feet of the Project site. A minimum of three public meetings are expected. • Prior to City's execution of the City/MDC Purchase Agreement, City must be satisfied with the Project elements, including but not limited to the mix of uses on the site, number of parking spaces dedicated to the Project and to the public,public gathering spaces, general site plan and renderings showing height and mass of the Project, and the Festival Street. The above information will be included in the OPA as attachments describing the Project and the OPA will state that any substantial change to these items will require the approval of MDC. The OPA will also require that the Respondent consult with the City prior to requesting any substantial changes to the above attachments and that MDC will consider the input from the City in regard to the proposed substantial changes. • To ensure that the Respondent actually closes on the Property in accordance with the terms of this Agreement and the MDC/Respondent Purchase Agreement, the City shall not be required to close under the City/MDC Purchase Agreement until the MDC shall have entered into the MDC/Respondent Purchase Agreement in accordance with the terms hereof and the Respondent shall have satisfied or waived all of its contingencies and conditions to closing thereunder. • Due to the substantial costs that Respondent will incur in connection with the negotiation of the Definitive Agreements, due diligence investigations of the Project site and the design,planning, financing and obtaining approvals for the Project, including without limitation the planning and approvals required in connection with the relocation of the Hunter Lateral (as discussed below) (collectively, the "Pre-Closing Expenses"), it is agreed by City and MDC that (i) the City/MDC Purchase Agreement, after execution by such parties, shall not be terminable by either the City or MDC for any reason other than the Financing Condition(as defined herein), or a default by Respondent under the MDC/Respondent Purchase Agreement beyond all applicable notice and cure periods set forth therein; and(ii)Respondent shall be named as an express and intended third-party beneficiary of the City/MDC Purchase Agreement, such that if the City fails to close the transaction contemplated by the City/MDC Purchase Agreement, Respondent shall be permitted to either seek the remedy of specific performance to ensure that both the City and MDC perform their respective obligations under the City/MDC Purchase Agreement or Respondent shall be permitted to seek damages against the City equal to Respondent's Pre-Closing Expenses. The MDC/Respondent MEMORANDUM OF AGREEMENT 2022 RFP CIVIC BLOCK PROJECT PAGE 5 OF 8 42358753.10 Page 59 Item#6. Purchase Agreement shall also permit Respondent the remedy of specific performance to ensure that the MDC performs its obligations under the MDC/Respondent Purchase Agreement and to recover its Pre-Closing Expenses from MDC in the event of a default by MDC under either the MDC/Respondent Purchase Agreement or the City/MDC Purchase Agreement. • The MDC/Respondent Purchase Agreement shall contain the following contingencies benefiting Respondent: (a) all site conditions, including without limitation, soils, geotechnical and environmental conditions shall be acceptable to Respondent; (b) all matters of title and survey shall be acceptable to Respondent; (c) Respondent shall have determined that the Project is economically feasible in Respondent's sole discretion, including without limitation the costs associated with the relocation of the Hunter Lateral and Respondent's ability to recover such costs under the OPA; (d) Respondent shall have received such approvals as are deemed by Respondent as necessary for the development and construction of the Project; (e) Respondent shall have obtained financing commitments and such other incentives as are deemed necessary for the Project by Respondent, all of which shall be on terms and conditions that are acceptable to Respondent; and(f) MDC shall have acquired the City property from the City pursuant to the terms of the City/MDC Purchase Agreement. Other than the Respondent's costs and expenses incurred in connection with the potential relocation of the Hunter Lateral, which shall include without limitation the cost of all investigations, feasibility studies,plans, applications and approvals procured or prepared by Respondent in connection with such relocation(the "Lateral Relocation Expenses"), which shall be reimbursed by the City as provided in this MOA, if the Respondent decides not to proceed with the Project based upon the foregoing contingencies, then the Respondent shall bear all of its costs, expenses and fees related to the Project and MDC shall have no obligation to reimburse Respondent in any manner. The Respondent/MDC Purchase Agreement shall also provide that if Respondent waives all contingencies and thereafter defaults in its obligation to purchase the Property(after all applicable notice and cure periods as may be set forth in the Respondent/MDC Purchase Agreement), then MDC may terminate the Respondent/MDC Purchase Agreement and recover from Respondent all of MDC's actual, out of pocket attorney fees associated with the transactions contemplated hereunder. • If the Definitive Agreements are entered into in accordance with the terms of this Agreement and the Respondent thereafter incurs Lateral Relocation Expenses but does not ultimately proceed with the Project for any reason other than the Respondent's default under a Definitive Agreement(including without limitation a failure of a contingency under the MDC/Respondent Purchase Agreement or a failure to perform by the City or MDC under the City/MDC Purchase Agreement or the MDC/Respondent Purchase Agreement), then the City shall be responsible for, and hereby agrees to reimburse the Respondent on demand for, all of the Lateral Relocation Expenses incurred by Respondent. Following such reimbursement, MEMORANDUM OF AGREEMENT 2022 RFP CIVIC BLOCK PROJECT PAGE 6 OF 8 42358753.10 Page 60 Item#6. Respondent shall turn over to the City all plans, studies, applications and other work product procured or prepared by Respondent in connection with the Lateral Relocation Expenses. The City's obligation under this paragraph shall be binding on the City and survive the execution of the Definitive Agreements and any subsequent termination of the Definitive Agreements. • The Purchase Price payable by Respondent for the entire Project property (including both the City property and the MDC property) under the MDC/Respondent Purchase Agreement shall be equal to the current fair market value of the City property, as determined by a licensed, MAI real estate appraiser reasonably acceptable to the City, MDC and Respondent. Specifically, the appraiser shall take into account the current location of the Hunter Lateral on the City property in determining the City property's fair market value. After Closing, it will become necessary to relocate the Hunter Lateral in order to develop and construct the Project. If Respondent proceeds to closing under the MDC/Respondent Purchase Agreement, Respondent will assume responsibility for relocation of the Hunter Lateral from design through construction and acceptance of improvements by Nampa Meridian Irrigation District and ACHD. Actual, audited costs are eligible for TIF reimbursement with the details to set forth in the final OPA. MDC and the City will continue current efforts to coordinate such relocation with relevant entities prior to finalizing the Definitive Agreements. • The MDC/Respondent Purchase Agreement shall also require, as the sole condition to MDC's obligation to perform thereunder, that Respondent provide to MDC, prior to closing, the following: (a) a financing commitment from an established financial institution in order to demonstrate that Respondent has the financial ability and viable plan to complete the Project in a timely manner; and(b) copies of loan documentation between Respondent and its lender that set forth an affirmative obligation for Respondent to substantially complete the Project within a definitive construction schedule (but in no event shall Respondent be required to share its construction budget, operating proforma or other financial documentation) (collectively, the "Financing Condition") • The final Project must include funded, adequate parking. Any off-site parking must be at a specified, approved, alternate location before the Subject Property will be transferred for development. The Parties may negotiate additional public parking. • Respondent shall cover all Project design costs, up to and including without limitation construction documents, for all buildings, site improvements, parking, and required public infrastructure improvements. • Audited, verified costs of reimbursable public improvements would be eligible for tax increment financing ("TIF")reimbursement,with the details to be set forth in the final OPA. • Project funding for reimbursable public improvements will be based on a TIF performance-based reimbursement model. Reimbursement will be made upon successful completion of the Project and reimbursable public MEMORANDUM OF AGREEMENT 2022 RFP CIVIC BLOCK PROJECT PAGE 7 OF 8 42358753.10 Page 61 Item#6. improvements and only from an agreed upon portion of the tax increment dollars received by MDC from the subject property. • Respondent agrees that its proposal will remain valid for sufficient time to allow for entitlement approvals and execution of the Definitive Agreements. • The OPA shall contain liquidated damages provisions whereby if Respondent fails to construct the Project in accordance with the requirements of the OPA, subject to force majeure and applicable notice and cure periods set forth therein, MDC shall be permitted to recover from Respondent liquidated damages for Respondent's failure to perform. The liquidated damages recoverable by MDC shall be equal to $25,000/month ($835.00/day) for each delay day as to key milestone dates for the commencement and completion of the Project(which shall be more particularly set forth in the OPA); provided, however, the cumulative liquidated damages payable by Respondent under the OPA shall in no event exceed the Purchase Price paid by Respondent for the Property. The OPA will provide that these liquidated damages are to be waived by MDC in the event that Respondent has shown to MDC's reasonable satisfaction that it has made good faith progress toward achieving such key milestone dates for the commencement and completion of the Project and/or if any such delays were for reasons beyond the reasonable control of Respondent. In no event shall any type of liquidated damages exceed the fair market value of the MDC property. MEMORANDUM OF AGREEMENT 2022 RFP CIVIC BLOCK PROJECT PAGE 8 OF 8 42358753.10 Page 62 11/8/2023 1:40 PM City of Meridian FY2024 Budget Amendment Form Personnel Costs Full Time Equivalent(FTE): Fund# Dept.# GILh Proj.if G/L#Description Total E 01 1840 1840 41200 11404 Wages 01 1840 41206 11404 PT/Seasonal Wages 01 1840 41210 11404 Overtime Please only complete the fields highlighted 01 1840 41304 11404 Uniform Allowance in Orange. 01 1840 42021 11404 FICA S Amendment Details 01 1 1840 42022 1 11404 IPERSI I S Title: Hunter Lat.Relocation-NE 3rd,Broadway to Idaho 01 1 1840 42024 11404 Worker's Comp $ Department Name: Other Government 01 1840 42025 1 11404 lEmoloyee Insurance $ Presenting Department Name: Other Government Total Personnel Costs $ Department#: 1840 Operating Expenditures Primary Funding Source: 1 Fund# Dept.4 G/L# Proj.# GIL0,Description One-Time On-Going Total CIP#: 01 1840 80150 11404 Development Expense S 800.970 S 800,970 Project#: 11404 01 1840 11404 $ 01 1840 11404 $ Is this for an Emergency? ❑ Yes 2 No 01 1840 11404 S New Level of Service? ❑ Yes ❑� No 01 1840 11404 S 01 1840 1 11404 $ Clerks Office Stamp 01 1840 11404 $ 01 1840 11404 S 01 1840 11404 $ 01 1840 11404 $ 01 1840 11404 $ 01 1840 11404 S 11-14-2023 01 1840 11404 $ Date of Council Approval Total Operating Expenditures $ 800,970 $ $ 800,970 Capital Outlay Fund# Dep-4 G/LP Pfaj.# G/L#Descriptiori Total Acknowledgement Date 01 1840 11404 01 1840 11404 / 11/8/2023 01 1840 11404 Department Director 01 1840 11404 REVIEWED jfleldS 11.$.23 01 1840 11404 By Todd Lamle at 3:30 pm,Nov 08,2023 01 1840 11404 Chief Financial Officer Total Capital Outlay $ Revenue/Donations 11C, 91 x Fund# Depr.P G/L# Prcj.# G/L#Description Total Council Liaison Ol 1 1840 1 1 11404 of 1840 11404 Approved Robert Simison via email 11.9.23 01 1 1840 11404 1 Mayor Total Revenue/Donations $ Total Amendment Request $ 800,970 11/8/2023 1:40PM City of Meridian FY2024 Budget Amendment Form Total Amendment Cost-Lifetime Prior Year(s) Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year Department Name: Other Government Funding 2024 2025 2026 2027 2028 Title: Hunter Lat.Relocation-NE 3rd,Broadway to Idaho Personnel $ - $ $ $ $ Instneduns for Submitting Budget Amendments: Operating $ 800,970 $ $ $ $ D Department will send Amendment with Directors sionature to Finance(Budget Manager}for review Capital $ - $ - D Finance will send Amencment to Courcil Lia son fc sigratire Total $ - $ 800,970 $ - $ - $ - $ ➢Council Liaison will send signed Amendment to Mayor Total Estimated Project Cost: $ 800,970 ➢ Mayorwill send signed Amendment to Finance(Budget Manager( Evaluation Questions )- Finance(Budget Manager(will send approved copy of Amendment to Department Please answer all Evaluation Questions using the financial data referenced above. ➢ Departraent will add copy of Amendment to Council Agenda using Munlcode Agenda Manager 1. Describe what is being requested? This will replace the no cost budget amendment that was approved on 8/22/2023.Meridian Caddis,LLC did not move forward with the Funding Agreement.The City needs to reimburse them for the architectural and civil engineering drawings per the amended Memorandum of Agreement.The City would like to move ahead with this project.We will be paying for the construction and the design engineer's services during construction. 2. Why was this budget request not submitted during the current fiscal year budget cycle? The original plan was to have the developer(Meridian Caddis),who was going to construct the redevelopment project,do the work and pay for the relocation of the lateral.However,the City will now perform the role of managing the project,and paying the contractor directly. 3. What is the explanation for not submitting this budget request during the next fiscal vear budget c cle? This project is ready to be constructed this winter.Waiting for the normal budget cycle would not provide the upgrades in a timely manner and would incur the additional time and expense to re-bid the project. We recieved one favorable bid for this project and risk losing it if we wait. 4.Describe the proposed method of funding? If funding is split between Funds(i.e. General,Enterprise,Grant),please include the percentage split. List the amounts and sources of anticipated additional revenue that will result from approval of this request. This project will be funded entirely from the General Fund. 5.Does this request align with the Department/City's strategic plan? If not,please explain how this request was not included in the Department/City strategic plan? This aligns with the City's strategic plan to facilitate redevelopment of the downtown area. 6. Does this request require resources to be provided by other departments? If yes,please describe the necessary resources to be provided by other departments. Yes.Public Works will manage the project.MDC will be responsible for the maintenance of the relocated portion of the Hunter Lateral.The City will take over those responsibilities once the Urban Renewal District sunsets.A City department will need to handle this in the future. 7.Does this Amendment include any needed Equipment or Software that will utilize the Cit 's network? Yes or No 8.Is the amendment going to result in the disposal of an asset?(Yes or No) No 9.Any additional comments? Total Amendment Request $ 800,970 Every effort should be made to avoid reopening the budget for an amendment. Departments will need to provide backup and appear before the City Council to justify budget amendments. Budget amendments are intended for emergency or mandatory changes to the original balanced budget. Changes to the original balanced budget may cause a funding shortfall. City of Meridian FY2024 Budget Amendment Form F:\Budget\FY2024\FY2024 Amendments\1.Pending Amendments\FY2024 Budget Amendment Form_OG_Hunter Lateral Relocation—Revised Ma or Robert E. Simison E IDIAN� City Council Members Joe Borton John Overton A H Q Liz Strader Jessica Perreault Public Works Brad Hoaglun Luke Cavener Department TO: Mayor Robert E. Simison Members of the City Council FROM: Jared Hale Engineering Project Manager DATE: 11/7/2023 SUBJECT: BUDGET AMENDMENT IN THE AMOUNT OF $800,970 FOR THE HUNTER RELOCATION PROJECT REQUESTED COUNCIL DATE: 11/14/2023 I. RECOMMENDED ACTION A. Move to: 1. Approve the Hunter Lateral Relocation Budget Amendment for $800,970. 2. Authorize the Mayor to sign the amendment II. DEPARTMENT CONTACT PERSONS Jared Hale, Engineering Project Manager 208-489-0370 Clint Dolsby—Assistant City Engineer 208-489-0341 Warren Stewart, City Engineer 208-489-0350 Laurelei McVey, Director of Public Works 208-489-0365 III. DESCRIPTION A. Background The Meridian Development Corporation (MDC) in cooperation with the City issued a Request for Proposals(RFP)seeking proposals from interested parties for the redevelopment of the Civic Block property containing parcels owned by MDC and the City. River Caddis Development, LLC submitted a proposal and was Page 1 of 3 selected by MDC and the City subject to certain contingencies and entered into a Memorandum of Agreement. The City and MDC since amended the agreement to have the City manage construction of the Hunter Lateral Relocation and be reimbursed by the developer. B. Reason for Amendment River Caddis Development,LLC has chosen to not move forward with the project. Due to the favorable construction bid and the work eventually needing to be performed in the future, the City and MDC propose to move ahead with the relocation work. This amendment will replace the no-cost budget amendment that was approved on 8/22/2023. Meridian City will be paying for the construction and the design engineer's services during construction and the City will reimburse River Caddis for the architectural and civil engineering drawings per the amended Memorandum of Agreement. IV. IMPACT A. Strategic Impact: This aligns with the City's strategic plan to facilitate redevelopment of the downtown area by making the Civic Block more attractive to redevelop. C. Fiscal Impact: Project Costs: --------------------------------------------------------------------------------------------------------- Fiscal Year 2024 River Caddis Reimbursement $92,016.97 ---------------------------,-------- Construction Contract $617,502.99 -------------------------------------------A------------------------------ ----------------------------- Services During Construction i $14 000 --------- ---- --------------------------------------------- - -- -- Historic Street Lights $13,000 Reinstallation ----------------------------------- ------------------------- ----- -- ---- $ ; 1 Contingency 64 450.04 --------- ------------------------------ --------------------------;---------------------------------; Total Project Cost $800,970 V. ALTERNATIVES MDC and the City could reject the current bid and issue another Request for Proposals to a new round of applicants. If this course is taken the project could potentially cost more and some sunk costs would be incurred. Page 2 of 3 VI. TIME CONSTRAINTS Nampa-Meridian Irrigation District only allows construction on their facilities between November and March. Waiting to approve this budget amendment risks missing the construction window. It also risks the City losing a favorable bid for this project. VII. LIST OF ATTACHMENTS Memorandum of Agreement(MOA)between River Caddis, MDC, and the City Amendment to the MOA between River Caddis, MDC, and the City Hunter Lateral Relocation Bid Results 11/8/2023 Approved for Council Agenda: Page 3 of 3 Hunter Lateral Relocation NOVEMBER 14, 2023 Site * All measures approximate40’ x 258’•Lateral Easement•23,560 sq. ft.•MDC owned land•34,196 sq. ft.•City owned land•Overview* Lateral* All measures approximateNearly 20% Impact•10,316 sq. ft.•Lateral Easement•53,421 sq. ft.•RC Development•Impacts* RELOCATE Construction TimingDevelopment RestrictionDevelopment DelayUncertain ProspectsHigher Costs LikelyMDC Reimbursement New Bid ProcessPossible Developer LedConsPros HOLD Idaho Ave CoordinationFavorable BidReadily AvailableImproved AssessmentMDC ReimbursementConstruction TimingUnencumbered LandInvestmentUpfront Capital Updated InfrastructureConsPros Budget & Contract Approval NLT Jan., 202460 days90 daysMarch 2024 Irrigation TimelineProject CompletionConstruction WindowNotice to Proceed C� fIEN .D L4,, MEMO TO CITY COUNCIL Request to Include Topic on the City Council Work Session Agenda From: William L. M. Nary, City Attorney/Risk Meeting Date: November 14, 2023 Manager Topic: Termination of Memorandum of Agreement Civic Block Development Proposal Recommended Council Action: Terminate the Memorandum of Agreement Civic Block Development Proposal ("MOA"). Background: The City, Meridian Caddis, LLC ("Meridian Caddis"), and the Meridian Development Corporation ("MDC") are parties to the MOA referenced above concerning The Civic Block and the Hunter Lateral. Pursuant to the first amendment to the MOA, the City agreed, under certain circumstances,to "move forward with the Hunter Lateral relocation project with funding from (Meridian Caddis), subject to the execution of[a] Funding Agreement. . . ." If a Funding Agreement is not in place by November 1, 2023, however, then any party may terminate the MOA. The City and Meridian Caddis were unable to reach agreement on a Funding Agreement by November 1, 2023.Additionally, Meridian Caddis recently notified the City and MDC that it is unable to proceed with its original plans for The Civic Block due to changing economic conditions. Therefore, it is recommended that the City notify Meridian Caddis that it is exercising its right to terminate the MOA. If the City Council concurs, the City Attorney's Office will prepare a termination letter for the Mayor's signature. Mayor Robert E . Simison City Council Members : E IDIAN ....... Joe Borton John Overton Liz Strader Jessica Perreault Brad Hoaglun Luke Cavener November 15, 2023 John McGraw, President Meridian Caddis, LLC/ River Caddis Development, LLC 1038 Trowbridge Road East Lansing, Michigan 48823 Ashley Squyres Meridian Development Corporation 104 E . Fairview Ave . # 239 Meridian , Idaho 83642 Dear Mr. McGraw and Ms . Squyres : The City of Meridian ( " City" ) , the Meridian Development Corporation ( " MDC" ) , and Meridian Caddis, LLC ( " Meridian Caddis" ) ( collectively the " Parties" ) entered into that certain " Memorandum of Agreement Civic Block Development Proposal" ( " MOA" ) dated April 12 , 2022 , and that certain " First Amendment to Memorandum of Agreement Civic Block Development Proposal " ( " First Amendment" ) dated April 18, 2023 . Under Section 2 of the First Amendment, if the Parties fail "to agree upon the budget, Funding Agreement, and timeline for the relocation of the Hunter Lateral by November 1, 2023 , then any Party may thereafter terminate the MOA" by providing written notice . The Parties failed to agree upon a budget, Funding Agreement, and timeline for the relocation of the Hunter Lateral by November 1, 2023 . Additionally, Meridian Caddis has notified the City and MDC that it is unable to proceed with its original development plans for the Civic Block due to changing economic conditions . Given these facts, the City is exercising its right to terminate the MOA . This letter shall serve as the City' s seven -day termination notice , as required by Section 2 of the First Amendment . Sincerely, Robe t E . S ' ison Mayor MEMORANDUM OF AGREEMENT CIVIC BLOCK DEVELOPMENT PROPOSAL This MEMORANDUM OF AGREEMENT ("Agreement") is made this12th day of April , 2022 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Meridian Development Corporation, an urban renewal agency organized under the laws of the State of Idaho ("MDC") and Meridian Caddis, LLC, a Michigan limited liability company registered to do business in Idaho ("Respondent"). The foregoing may be collectively referred to as "Parties" or individually as a "Part " Y• WHEREAS,MDC in cooperation with the City issued a Request for Proposals ("RFP") seeking proposals from interested parties for the development or redevelopment of the Civic Block property(the "Project") containing parcels owned by the City and MDC; WHEREAS,River Caddis Development, LLC, a Michigan limited liability company(the "Original Respondent") submitted one of three proposals received and was selected by MDC and the City subject to certain contingencies; WHEREAS, Respondent is wholly owned by Original Respondent or its principals and was formed by Original Respondent for purposes of entering into this Agreement and the Definitive Agreements (as defined in Article 2, below) and pursuing the Project; WHEREAS, the Parties desire to describe the process necessary for the Respondent's proposal to move forward; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants herein contained, the Parties agree as follows: 1. MDC and the City's acceptance of the Original Respondent's proposal was conditioned upon the attached list of contingencies which includes RFP and RFP addendum content, the Original Respondent's proposal and presentations, as well as conditions discussed at MDC and City joint public meetings where Original Respondent was present(See Exhibit A attached hereto and incorporated by reference herein). The Parties acknowledge and agree to these contingencies and that they will be incorporated into the Definitive Agreements or survive the execution of the Definitive Agreements, as applicable. 2. The Respondent agrees that its Proposal will remain valid until the completion of negotiations and possible execution of (i) a purchase and sale agreement for the City property between the City, as seller, and MDC, as purchaser(the "City/MDC Purchase Agreement"); (ii) a purchase and sale agreement between MDC as seller, and Respondent, as purchaser, for the MDC property and the City property(the MDC/Respondent Purchase Agreement"); and(iii) an owner participation agreement for the entire Project property between MDC and Respondent, as developer(the "OPA") (all of the aforementioned agreements in this paragraph are collectively referred to as the "Definitive Agreements"). The Parties acknowledge that the sale of the City property to MDC is subject to a public process and is a necessary component of the Definitive Agreements. The Parties acknowledge that the City cannot guarantee an outcome and/or commit to transfer of the city MEMORANDUM OF AGREEMENT 2022 RFP CIVIC BLOCK PROJECT PAGE 1 OF 8 42358753.10 property to MDC in advance of that public process. 3. This Agreement is governed by the laws of the State of Idaho, constitutes the entire understanding between the Parties and may not be modified except by written consent of all the Parties. The Parties agree to participate in the negotiation of the Definitive Agreements in good faith. This Agreement will automatically terminate if the Definitive Agreements acceptable to all parties are not executed by City, MDC and Respondent as applicable on or before 5:00 pm on December 31, 2022 (the "Negotiation Period Expiration Date"). If this Agreement is in effect, then between the Effective Date and the Negotiation Period Expiration Date, City and MDC shall deal exclusively with the Respondent in connection with the Project and shall not negotiate, discuss or enter into any purchase agreement, owner participation agreement or similar agreement with respect to the Project or the Project property as referenced above with any other party. The Parties may extend the Negotiation Period Expiration Date by mutual written amendment to this Agreement. Upon the execution of the Definitive Agreements by the Parties, this Agreement shall be of no further force or effect, except for those obligations set forth herein that expressly survive the execution of the Definitive Agreements. 4. Either Party may terminate this Agreement upon thirty(30) days written notice of default regarding the terms and conditions of this Agreement or for lack of substantial progress in the negotiations of the Definitive Agreements. If the defaulting Party cures the default or lack of substantial progress within the thirty(30) day period described in the notice, then the notice shall be deemed withdrawn and this Agreement will remain in effect. Any notices, demands or requests required or permitted to be given hereunder must be in writing and shall be deemed to be given(i) when hand delivered; or(ii) one (1)business day after delivery to FedEx or similar overnight service for next business day delivery; or(iii)three (3)business days after deposit in the U.S. mail first class postage prepaid; or(iv) when sent by facsimile or electronic (pdf)transmission during normal business hours (i.e., 8:00 a.m. to 6:00 p.m., Monday through Friday), if such transmission is immediately followed by any of the other methods for giving notice. For communication purposes the contact information for the Parties is as follows: Ashley Squyres Meridian Development Corporation 104 E.Fairview#239 Meridian,ID 83642 208-830-7786 Email:_meridiandevelopmentcorp@gmail.com John McGraw Director of Development River Cadis Development,LLC 1038 Trowbridge Road East Lansing,Michigan 48823 Email:jmcgraw@rivercaddis.com Bruce Freckleton City of Meridian 33 E.Broadway Ave Meridian,ID 83642 Email:bfreckleton@meridiancity.org [SIGNATURES ON FOLLOWING PAGE] MEMORANDUM OF AGREEMENT 2022 RFP CIVIC BLOCK PROJECT 42358753.10 PAGE 2 OF 8 IN WITNESS WHEREOF,the Parties hereto have executed this Agreement effective as of the date first noted above. MERI DEVELOPMENT CORPORATION: By: Dave Winder, Chairman Attest: S ve Vlassek, Secretary CITY OF MERIDIAN: ° sFat. Robert E. Si son ayor 4-12-2022 Attest: Chri Johnso`;° Clerk 4-12-2022 MERIDIAN CADDIS,LLC �411 ' By: Kevin T. McGraw, 4-15-22 MEMORANDUM OF AGREEMENT 2022 RFP CIVIC BLOCK PROJECT PAGE 3 OF 8 42358753.10 Item#6. EXHIBIT A Civic Block Project Development Contingencies MDC and the City recommend approval of the Respondent's proposal with the contingencies cited below, which will be incorporated into the Definitive Agreements as applicable. It is important to note that the OPA will place all of the risk on the Respondent as to whether the tax increment generated by the Project will be sufficient to cover the reimbursable costs of the Project and corresponding improvements. If the required contingencies are not met, the Project will not move forward, and the City and MDC will not have expended any funds. • The final Project must address the Guiding Principles and Basis for Selection criteria outlined in the RFP and incorporated herein by this reference. To the extent that the list set forth below contains additional requirements beyond what is specified in the RFP, the more specific requirements shall prevail. Specifically: a. Preferred projects should feature a mixed-use development with active street level uses that will bring visitors to the area, service downtown residents and workers, and contribute to the vitality of Downtown Meridian. b. The Project should"substantially conform with the vision, goals, and objectives of Destination Downtown, the Meridian Revitalization and Union District Plans, and the Comprehensive Plan for the City of Meridian." c. Economic benefits include...broadening and enhancing the economic base of the downtown, stimulating new growth and other private development and investment, tax revenue generated, increased property values, long term economic opportunities, employment and job creation, and attraction of visitors and residents to support downtown businesses. d. Preferred projects will include outdoor spaces that encourage public gathering. e. Respondent timelines and cost breakdowns should include all visioning, community outreach and engagement, design, Ada County Highway District ("ACHD") approvals, and construction for East 2nd Street improvements." Preferred projects are "encouraged to capitalize on"the enhanced streetscapes and pedestrian-friendly downtown corridor on East 2nd Street"and create pedestrian connections to the proposed project. f. Regarding the public alley vacation, the proposed project must include one-way vehicular access from East 2nd Street. Respondent will obtain the approval for the location of the one- way vehicular access from the adjoining landowners (unBound and COMPASSNRT). MEMORANDUM OF AGREEMENT 2022 RFP CIVIC BLOCK PROJECT PAGE 4 OF 8 42358753.10 Page 58 Item#6. g. Prior to the execution of the Definitive Agreements, Respondent shall provide City and MDC representatives with an opportunity to meet with Respondent's proposed financing provider to discuss and verify the Respondent's financial ability and financing plan to complete the project in a timely manner and verify the liquidity and net worth of the guarantor entity. • Respondent should begin stakeholder outreach and engagement as soon as practical. Public notification should include all property owners, residents, and businesses within 500 feet of the Project site. A minimum of three public meetings are expected. • Prior to City's execution of the City/MDC Purchase Agreement, City must be satisfied with the Project elements, including but not limited to the mix of uses on the site, number of parking spaces dedicated to the Project and to the public,public gathering spaces, general site plan and renderings showing height and mass of the Project, and the Festival Street. The above information will be included in the OPA as attachments describing the Project and the OPA will state that any substantial change to these items will require the approval of MDC. The OPA will also require that the Respondent consult with the City prior to requesting any substantial changes to the above attachments and that MDC will consider the input from the City in regard to the proposed substantial changes. • To ensure that the Respondent actually closes on the Property in accordance with the terms of this Agreement and the MDC/Respondent Purchase Agreement, the City shall not be required to close under the City/MDC Purchase Agreement until the MDC shall have entered into the MDC/Respondent Purchase Agreement in accordance with the terms hereof and the Respondent shall have satisfied or waived all of its contingencies and conditions to closing thereunder. • Due to the substantial costs that Respondent will incur in connection with the negotiation of the Definitive Agreements, due diligence investigations of the Project site and the design,planning, financing and obtaining approvals for the Project, including without limitation the planning and approvals required in connection with the relocation of the Hunter Lateral (as discussed below) (collectively, the "Pre-Closing Expenses"), it is agreed by City and MDC that (i) the City/MDC Purchase Agreement, after execution by such parties, shall not be terminable by either the City or MDC for any reason other than the Financing Condition(as defined herein), or a default by Respondent under the MDC/Respondent Purchase Agreement beyond all applicable notice and cure periods set forth therein; and(ii)Respondent shall be named as an express and intended third-party beneficiary of the City/MDC Purchase Agreement, such that if the City fails to close the transaction contemplated by the City/MDC Purchase Agreement, Respondent shall be permitted to either seek the remedy of specific performance to ensure that both the City and MDC perform their respective obligations under the City/MDC Purchase Agreement or Respondent shall be permitted to seek damages against the City equal to Respondent's Pre-Closing Expenses. The MDC/Respondent MEMORANDUM OF AGREEMENT 2022 RFP CIVIC BLOCK PROJECT PAGE 5 OF 8 42358753.10 Page 59 Item#6. Purchase Agreement shall also permit Respondent the remedy of specific performance to ensure that the MDC performs its obligations under the MDC/Respondent Purchase Agreement and to recover its Pre-Closing Expenses from MDC in the event of a default by MDC under either the MDC/Respondent Purchase Agreement or the City/MDC Purchase Agreement. • The MDC/Respondent Purchase Agreement shall contain the following contingencies benefiting Respondent: (a) all site conditions, including without limitation, soils, geotechnical and environmental conditions shall be acceptable to Respondent; (b) all matters of title and survey shall be acceptable to Respondent; (c) Respondent shall have determined that the Project is economically feasible in Respondent's sole discretion, including without limitation the costs associated with the relocation of the Hunter Lateral and Respondent's ability to recover such costs under the OPA; (d) Respondent shall have received such approvals as are deemed by Respondent as necessary for the development and construction of the Project; (e) Respondent shall have obtained financing commitments and such other incentives as are deemed necessary for the Project by Respondent, all of which shall be on terms and conditions that are acceptable to Respondent; and(f) MDC shall have acquired the City property from the City pursuant to the terms of the City/MDC Purchase Agreement. Other than the Respondent's costs and expenses incurred in connection with the potential relocation of the Hunter Lateral, which shall include without limitation the cost of all investigations, feasibility studies,plans, applications and approvals procured or prepared by Respondent in connection with such relocation(the "Lateral Relocation Expenses"), which shall be reimbursed by the City as provided in this MOA, if the Respondent decides not to proceed with the Project based upon the foregoing contingencies, then the Respondent shall bear all of its costs, expenses and fees related to the Project and MDC shall have no obligation to reimburse Respondent in any manner. The Respondent/MDC Purchase Agreement shall also provide that if Respondent waives all contingencies and thereafter defaults in its obligation to purchase the Property(after all applicable notice and cure periods as may be set forth in the Respondent/MDC Purchase Agreement), then MDC may terminate the Respondent/MDC Purchase Agreement and recover from Respondent all of MDC's actual, out of pocket attorney fees associated with the transactions contemplated hereunder. • If the Definitive Agreements are entered into in accordance with the terms of this Agreement and the Respondent thereafter incurs Lateral Relocation Expenses but does not ultimately proceed with the Project for any reason other than the Respondent's default under a Definitive Agreement(including without limitation a failure of a contingency under the MDC/Respondent Purchase Agreement or a failure to perform by the City or MDC under the City/MDC Purchase Agreement or the MDC/Respondent Purchase Agreement), then the City shall be responsible for, and hereby agrees to reimburse the Respondent on demand for, all of the Lateral Relocation Expenses incurred by Respondent. Following such reimbursement, MEMORANDUM OF AGREEMENT 2022 RFP CIVIC BLOCK PROJECT PAGE 6 OF 8 42358753.10 Page 60 Item#6. Respondent shall turn over to the City all plans, studies, applications and other work product procured or prepared by Respondent in connection with the Lateral Relocation Expenses. The City's obligation under this paragraph shall be binding on the City and survive the execution of the Definitive Agreements and any subsequent termination of the Definitive Agreements. • The Purchase Price payable by Respondent for the entire Project property (including both the City property and the MDC property) under the MDC/Respondent Purchase Agreement shall be equal to the current fair market value of the City property, as determined by a licensed, MAI real estate appraiser reasonably acceptable to the City, MDC and Respondent. Specifically, the appraiser shall take into account the current location of the Hunter Lateral on the City property in determining the City property's fair market value. After Closing, it will become necessary to relocate the Hunter Lateral in order to develop and construct the Project. If Respondent proceeds to closing under the MDC/Respondent Purchase Agreement, Respondent will assume responsibility for relocation of the Hunter Lateral from design through construction and acceptance of improvements by Nampa Meridian Irrigation District and ACHD. Actual, audited costs are eligible for TIF reimbursement with the details to set forth in the final OPA. MDC and the City will continue current efforts to coordinate such relocation with relevant entities prior to finalizing the Definitive Agreements. • The MDC/Respondent Purchase Agreement shall also require, as the sole condition to MDC's obligation to perform thereunder, that Respondent provide to MDC, prior to closing, the following: (a) a financing commitment from an established financial institution in order to demonstrate that Respondent has the financial ability and viable plan to complete the Project in a timely manner; and(b) copies of loan documentation between Respondent and its lender that set forth an affirmative obligation for Respondent to substantially complete the Project within a definitive construction schedule (but in no event shall Respondent be required to share its construction budget, operating proforma or other financial documentation) (collectively, the "Financing Condition") • The final Project must include funded, adequate parking. Any off-site parking must be at a specified, approved, alternate location before the Subject Property will be transferred for development. The Parties may negotiate additional public parking. • Respondent shall cover all Project design costs, up to and including without limitation construction documents, for all buildings, site improvements, parking, and required public infrastructure improvements. • Audited, verified costs of reimbursable public improvements would be eligible for tax increment financing ("TIF")reimbursement,with the details to be set forth in the final OPA. • Project funding for reimbursable public improvements will be based on a TIF performance-based reimbursement model. Reimbursement will be made upon successful completion of the Project and reimbursable public MEMORANDUM OF AGREEMENT 2022 RFP CIVIC BLOCK PROJECT PAGE 7 OF 8 42358753.10 Page 61 Item#6. improvements and only from an agreed upon portion of the tax increment dollars received by MDC from the subject property. • Respondent agrees that its proposal will remain valid for sufficient time to allow for entitlement approvals and execution of the Definitive Agreements. • The OPA shall contain liquidated damages provisions whereby if Respondent fails to construct the Project in accordance with the requirements of the OPA, subject to force majeure and applicable notice and cure periods set forth therein, MDC shall be permitted to recover from Respondent liquidated damages for Respondent's failure to perform. The liquidated damages recoverable by MDC shall be equal to $25,000/month ($835.00/day) for each delay day as to key milestone dates for the commencement and completion of the Project(which shall be more particularly set forth in the OPA); provided, however, the cumulative liquidated damages payable by Respondent under the OPA shall in no event exceed the Purchase Price paid by Respondent for the Property. The OPA will provide that these liquidated damages are to be waived by MDC in the event that Respondent has shown to MDC's reasonable satisfaction that it has made good faith progress toward achieving such key milestone dates for the commencement and completion of the Project and/or if any such delays were for reasons beyond the reasonable control of Respondent. In no event shall any type of liquidated damages exceed the fair market value of the MDC property. MEMORANDUM OF AGREEMENT 2022 RFP CIVIC BLOCK PROJECT PAGE 8 OF 8 42358753.10 Page 62 FIRST AMENDMENT TO MEMORANDUM OF AGREEMENT CIVIC BLOCK DEVELOPMENT PROPOSAL This FIRST AMENDMENT("Amendment")to the MEMORANDUM OF AGREEMENT between the parties dated April 12th, 2022 ("MOA") is made this 18thday of April , 2023 by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"), and Meridian Development Corporation, an urban renewal agency organized under the laws of the State of Idaho ("MDC") and Meridian Caddis, LLC, a Michigan limited liability company registered to do business in Idaho ("Respondent"). The foregoing may be collectively referred to as "Parties"or individually as a"Party." WHEREAS, the MOA pertains to the development or redevelopment of the Civic Block property(the "Project") and expired by its terms on December 31, 2022, but can be amended and extended by mutual agreement of the Parties and without a time extension the Project will not move forward; WHEREAS, Respondent desires to move forward but has requested additional time to evaluate market conditions and the viability of the Project; WHEREAS,MDC and the City also desire the Project to move forward and are willing to grant a time extension for the MOA subject to certain conditions; WHEREAS,the Parties desire to amend the MOA as provided herein with all other terms and conditions of the MOA remaining the same. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants herein contained, the Parties agree as follows: 1. Intent The Parties hereby enter into this Amendment to extend the MOA between MDC, Respondent and the City to continue to work toward a feasible development Project for the site in accordance with the terms of the MOA and this Amendment. This Amendment is also intended to enable the City to move forward with the Hunter Lateral relocation with funding from Respondent, subject to the execution of a funding agreement ("Funding Agreement") whereby the City will reimburse Respondent for all relocation costs that are made part of the Funding Agreement and after the Parties have agreed on a final bid package for the construction of the Hunter lateral and the issuance of a Notice to Proceed. 2. MOA Extension The City, MDC and Respondent hereby agree to retroactively extend the term of the MOA from December 31, 2022 to the date that is twelve (12) months from the date of execution of this Amendment, such that the MOA will be deemed to have been in full force and effect from December 31,2022 until terminated in accordance with the terms of the MOA,as amended herein. Notwithstanding the foregoing, if, the Parties have failed to agree upon the budget, Funding Agreement, and timeline for the relocation of the Hunter Lateral by November 1, 2023, then any Party may thereafter terminate the MOA and all associated purchase agreements upon seven (7) days written notice to the other Parties. In consideration of the extension granted herein, the Parties further agree that each shall take all actions as reasonably necessary to: (a) amend the Purchase Agreement between the MDC and Respondent to align the term of the Purchase Agreement with the MOA, as amended herein; and (b) amend the Purchase Agreement between the MDC and the City to align the term of the Purchase Agreement with the MOA (as amended herein) and the MDC/Respondent Purchase Agreement to ensure the property is appropriately transferred through a same-day, consecutive closing. If the parties have not executed a mutually acceptable OPA and modified and executed the required agreements by the end of the term of this Amendment, then the MOA and this Amendment shall expire and be considered automatically terminated. Upon termination due to lack of agreement on the Hunter Lateral by November 1, 2023 or upon other termination of the MOA and this Amendment the parties will have no further obligation under any of the agreements related to this Project and the subject properties and each will bear all of their own fees and costs related to this Project. If the City determines, in its sole discretion, that it wishes to proceed with the Hunter Lateral project and to utilize Respondent's plans, studies, and other work product concerning the Hunter Lateral relocation after the MOA and this Amendment terminate, the City and Respondent shall reasonably negotiate the reimbursement of Respondent's out-of-pocket costs related to the plans, studies, and other work product. Following such reimbursement, the Respondent shall turn over to the City all plans, studies, applications and other work product procured or prepared by Respondent in connection with the Relocation Expenses (as defined below). 3. Hunter Lateral Relocation This Amendment is intended to enable the City to move forward with the Hunter Lateral relocation with funding from Respondent, subject to the execution of the Funding Agreement whereby the City will reimburse Respondent for all relocation costs that are made part of the Funding Agreement and after, the Parties have agreed on a final bid package for the construction of the Hunter lateral and the issuance of a Notice to Proceed. The process for Respondent's provision of funding for Hunter Lateral relocation and the City's reimbursement obligations will include the following steps, each of which shall be set forth as a term of the Funding Agreement for the Hunter Lateral between the Parties: a. City to define the scope of work for the Hunter Lateral relocation and associated timeline; b. Respondent to provide construction plans based on the scope of work referenced in Section 3(a) and authorize City to utilize said plans. City will then procure bids for the Hunter Lateral relocation, confirm costs, and present to Respondent to confer and agree upon a budget for the relocation. The budget will include the following hard and soft costs(no overhead or profit of Respondent)and an associated timeline for expenditures: i. Architectural and engineering design costs previously incurred by Respondent related to relocation of the Hunter Lateral; ii. Architectural and engineering design costs to be incurred to finalize the scope of work for the Hunter Lateral relocation through successful relocation; and iii. All direct construction (general contractor) costs for the relocation. c. Respondent will provide funding for certain expenses associated with the relocation of the Hunter Lateral as set forth in Section 3(b)(i)-(iii)above (referred to herein as "Relocation Expenses"), subject to the following: i. The Parties shall enter into a Funding Agreement to manage the logistics of the relocation of the Hunter Lateral to include, but not limited to, timing of invoicing, timeline for payment, transferring of payment whether through an escrow account or other means, and any and all other usual methods of construction project management. The budget and timeline for the relocation of the Hunter Lateral will set forth the structure and timeline for Respondent's payment obligation. ii. The Funding Agreement shall include conditions/triggers and a timeline for City's obligation to reimburse Respondent. iii. All funds expended by Respondent for the relocation of the Hunter Lateral shall be reimbursed to Respondent as attributable Project costs of the overall development Project if the Project moves forward. The Owner Participation Agreement ("OPA") will be drafted to incorporate this concept. iv. If, for whatever reason, the Parties do not proceed with the overall development Project, Respondent will be reimbursed for the Relocation Expenses that have been expended pursuant to the terms of the Funding Agreement,within 30 days of invoice and regardless of whether the OPA is agreed upon, negotiated or executed. d. Respondent will have reasonable access, inspection and/or audit rights for work funded by the Respondent. e. Respondent shall work with City to ensure the transfer of ownership for existing plans/work product produced by Respondent and its third-party contractors. 4. Progress Reporting Respondent will timely review proposals and bids received by the City for the Hunter Lateral relocation, work collaboratively with the City on the design, budget and timeline for the Hunter Lateral relocation and the Funding Agreement and take other steps as reasonably necessary to achieve the relocation of the Hunter Lateral as set forth above. In addition, Respondent will meet with officials, appointed by, and representative of, MDC and the City every 4-6 weeks to provide ongoing progress updates on the greater development Project. Such updates may include information regarding one or more of the following subjects,depending on the stage of the Project: a. General Diligence Update: Survey and title work, Geotech, environmental, engineering and other site findings b. Legal Update: Status of OPA, other legal agreements c. Financial Update: Respondent's cost and gap analysis, potential incentive opportunity identification, URD capture potential d. Design Update: review of project requirements, site plan design, progression and changes, contingencies and zoning status updates, architect and engineer updates e. Construction Update: Contractor updates, potential construction schedule The next page is the signature page. IN WITNESS WHEREOF, the Parties hereto have executed this Amendment effective as of the date first noted above . ME IAN DEVELOPMENT CORPORATION : Dave rinder, Chairman est : Ste e Vlassek, Secretary CITY OF MERIDIAN : �QO(LPSED AUG .. , r 26� • �i9p (11y of ' I . IDI t ' D R e . Si son, Mayor, SEAL ' Chris Jo son, City Clerk yr FRn�th IT MERIDIAN CADDIS , LLC : By: Jo Graw, President Mayor Robert E . Simison City Council Members : E IDIAN ....... Joe Borton John Overton Liz Strader Jessica Perreault Brad Hoaglun Luke Cavener November 15, 2023 John McGraw, President Meridian Caddis, LLC/ River Caddis Development, LLC 1038 Trowbridge Road East Lansing, Michigan 48823 Ashley Squyres Meridian Development Corporation 104 E . Fairview Ave . # 239 Meridian , Idaho 83642 Dear Mr. McGraw and Ms . Squyres : The City of Meridian ( " City" ) , the Meridian Development Corporation ( " MDC" ) , and Meridian Caddis, LLC ( " Meridian Caddis" ) ( collectively the " Parties" ) entered into that certain " Memorandum of Agreement Civic Block Development Proposal" ( " MOA" ) dated April 12 , 2022 , and that certain " First Amendment to Memorandum of Agreement Civic Block Development Proposal " ( " First Amendment" ) dated April 18, 2023 . Under Section 2 of the First Amendment, if the Parties fail "to agree upon the budget, Funding Agreement, and timeline for the relocation of the Hunter Lateral by November 1, 2023 , then any Party may thereafter terminate the MOA" by providing written notice . The Parties failed to agree upon a budget, Funding Agreement, and timeline for the relocation of the Hunter Lateral by November 1, 2023 . Additionally, Meridian Caddis has notified the City and MDC that it is unable to proceed with its original development plans for the Civic Block due to changing economic conditions . Given these facts, the City is exercising its right to terminate the MOA . This letter shall serve as the City' s seven -day termination notice , as required by Section 2 of the First Amendment . Sincerely, Robe t E . S ' ison Mayor PURCHASE AND SALE AGREEMENT CONCERNING PLANS FOR THE HUNTER LATERAL RELOCATION PROJECT This PURCHASE AND SALE AGREEMENT CONCERNING PLANS FOR THE HUNTER LATERAL RELOCATION PROJECT ("Agreement") is made on this_ day of ("Effective Date"), by and between River Caddis Development, LLC, a Michigan limited liability company, whose business and mailing address is 1038 Trowbridge Road, East Lansing, Michigan 48823 ("River Caddis"), Meridian Caddis, LLC, a Michigan limited liability company, whose business and mailing address is 1038 Trowbridge Road, East Lansing, Michigan 48823 ("Meridian Caddis"), and the City of Meridian, a municipal corporation established under the laws of the State of Idaho, whose business and mailing address is 33 E. Broadway Avenue, Meridian, Idaho 83642 ("City"). River Caddis, Meridian Caddis, and the City may be referred to herein individually as a"Party"or collectively as the "Parties." WHEREAS, River Caddis, as the exclusive beneficial licensee, has an ownership interest ("Ownership Interest") in the plans, specifications, and related work concerning the Hunter Lateral Relocation project("Plans"), as partly depicted in Exhibit A, which is attached hereto and incorporated herein; and, WHEREAS, River Caddis granted a limited license to the City on August 4, 2023, to utilize the Plans to solicit bids for the Hunter Lateral Relocation project; and, WHEREAS, River Caddis and Meridian Caddis will not participate in the construction of the Hunter Lateral Relocation project due to changing economic conditions; and, WHEREAS, the City wishes to purchase River Caddis' Ownership Interest in the Plans so that the City may, at its option, proceed with the construction of the Hunter Lateral Relocation project; and, WHEREAS, River Caddis is willing to sell its Ownership Interest in the Plans to the City, subject to the terms and conditions set forth herein; and, WHEREAS, the City Council hereby declares that competitive solicitation is impractical under the circumstances, because River Caddis is the exclusive beneficial licensee of the Plans; NOW, THEREFORE, in consideration of the benefits to be received, and other good and valuable consideration,the Parties agree as follows: 1. Ownership of Plans. River Caddis represents and warrants that it has an Ownership Interest in the Plans; that River Caddis is the exclusive beneficial licensee of the Plans; that River Caddis has fully compensated or will fully compensate its consultants and sub-consultants for the Plans prior to the Effective Date; and that River Caddis is authorized to transfer its Ownership Interest in the Plans to the City for the City's use without any limitation whatsoever. Meridian Caddis represents and warrants that it does not have any ownership interest in the Plans. HUNTER LATERAL RELOCATION PROJFCT PLANS PAGE 1 2. Purchase Price. River Caddis shall, as of the Effective Date, provide its entire Ownership Interest in the Plans, including any and all rights relating thereto, to the City. The City shall timely remit full payment to River Caddis at the address listed above in the amount of ninety-two thousand sixteen dollars and ninety-seven cents ($92,016.97) once River Caddis (a) fulfills its obligations under this Section 2 and(b) submits an invoice and completed W-9 form to the City. 3. Indemnification. River Caddis and Meridian Caddis shall protect, defend, hold harmless, and indemnify the City, including its officials, officers, and employees, from and against all claims, demands, actions, suits, damages, liabilities, losses, judgments, costs, and expenses, including but not limited to reasonable attorneys' fees and costs, directly or indirectly arising out of or related to any breach of any representation or warranty by River Caddis or Meridian Caddis contained in this Agreement. 4. Term. This Agreement shall terminate after the Parties have fulfilled their obligations set forth in Section 2 above. Notwithstanding the foregoing, Section 1 and Section 3 shall survive the termination of this Agreement. 5. Notices. Whenever any notice, approval, consent, or request is given or made pursuant to this Agreement, it shall be deemed delivered three (3)business days after deposit in the U.S. mail, first-class postage prepaid, addressed to the respective Parties as set forth above. 6. Assignment.No Party shall be permitted to assign this Agreement without the express, written consent of the other Parties. 7. No agency. River Caddis, Meridian Caddis, and their employees, agents, contractors, officials, or officers shall not be considered agents of the City in any manner or for any purpose whatsoever. The City and its employees, agents, contractors, officials, or officers shall not be considered agents of River Caddis or Meridian Caddis in any manner or for any purpose whatsoever. 8. Non-waiver. Failure of either Party to promptly enforce the strict performance of any term of this Agreement shall not constitute a waiver or relinquishment of any Party's right to thereafter enforce such term, and any right or remedy hereunder may be asserted at any time a Party becomes entitled to the benefit thereof, notwithstanding delay in enforcement. 9. Exhibits.All exhibits to this Agreement are incorporated by reference and made a part hereof as if the exhibits were set forth in their entirety in this Agreement. 10. Incorporation of recitals. The recitals set forth above are fully incorporated herein. HUNTER LATERAL RELOCATION PROJECT PLANS PAGE 2 11. Entire agreement. This Agreement contains the entire agreement of the Parties with respect to the City's purchase of the Plans and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. This Agreement may only be amended via a writing signed by the Parties hereto. 12. Applicable law. This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Idaho. Venue shall be Ada County, Idaho. 13. Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, which shall continue in full force and effect. 14. Successors and assigns. All of the terms,provisions, covenants and conditions of this Agreement shall inure to the benefit of, and shall be binding upon, each Party and their successors, assigns, legal representatives, heirs, executors, and administrators. 15. Third-party beneficiaries. 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 or entity not a party hereto. 16. Time of the essence. The Parties acknowledge and agree that time is strictly of the essence with respect to this Agreement, and that the failure to timely perform any of the obligations hereunder shall constitute a breach of, and a default under, this Agreement by the party so failing to perform. 17. State of Idaho requirements. The following provisions are required by the State of Idaho. The inclusion of these provisions in this Agreement does not indicate agreement by the Parties that these clauses are relevant to the subject matter of this Agreement. Rather, these provisions are included solely to comply with the laws of the State of Idaho. a. The Parties certify that they are not currently engaged in, and will not for the duration of this Agreement engage in, a boycott of goods or services from Israel or territories under Israel's control. b. No Party is a company currently owned or operated by the government of China and will not for the duration of this Agreement be owned or operated by the government of China. 18. Multiple counterparts. This Agreement may be executed by electronic signature and/or in multiple counterparts, each of which shall be deemed to be an original,but all of which, together, shall constitute one and the same instrument. (The next page is the signature page.) HUNTER LATERAL RELOCATION PROJECT PLANS PAGE 3 IN WITNESS WHEREOF, the Parties have hereunto subscribed their signatures the day and year first herein above written. CITY OF MERIDIAN: By: Robert E. Simison. Mayor Attest: RIVER CAD DE LOPMENT, LLC: By: h cGraw, President MERIDIAN LLC: By: J n cGraw. President H UM FI-R Ln rt RM Rt i OGA 11ON PROJR T PI.AN'� P,%Gl 4 EXHIBIT A HUNTER LATERAL RELOCATION PROJECT PLANS AND SPECIFICATIONS HUNTER LATERAL RELOCATION PROJECT PLANS PAGE 5 anoas _� ag: H 3 H 1 NV1• ue�puaW 10 R3!� 'g o�� o=.:r. 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