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HomeMy WebLinkAbout10 15 2019CHUBBUCI( The urban renewal agency for the City of Chubbuck, Idaho Agenda October 15, 2019 5:30 pm in Council Chambers CALL TO ORDER APPROVAL OF MINUTES FOR SEPTEMBER 17, 2019 (action item) GENERAL BUSINESS City of Chubbuck 5160 Yellowstone Avenue PO Box 5604 Chubbuck, ID 83202.0006 208.237.2400 1. Resolution of Intent/Engagement Letters, Pine Ridge Mall Bonding (action item) (CDA Board will review and execute documents to move forward with bonding) a. Engagement of Stifel as underwriter b. Engagement of Gilmore & Bell as bond counsel c. Engagement of PGAV to perform the revenue study d. Inducement Resolution (being prepared by Gilmore & Bell) 2. Construction project update (Staff will provide update on construction projects) 3. Review and approve claims to be paid (action item) (CDA board will review and approve payments of obligations) 4. Discuss and add agenda items for future meetings (action item) (CDA board will discuss possible items for future agendas) ADJOURN NEXT MEETING Tuesday November 19, 2019 City Hall and the City Council Chambers are accessible for persons with disabilities. Any person needing special accommodations to participate in the meeting should contact the City Offices at 208.237.2430 at least 24 hours prior to the meeting. CHUBBUCI( The urban renewal agency for the City of Chubbuck, Idaho City of Chubbuck 5160 Yellowstone Avenue PO Box 5604 Chubbuck, ID 83202.0006 208.237.2400 Minutes of the Chubbuck Development Authority meeting held at Chubbuck City Hall Council Chambers, 5160 Yellowstone Avenue on September 17th at 5:30 pm. Chairman Dan Heiner. Commission Members: Rick Keller, Ernie Moser, Deloy Stuart, Tom Nield, Annette Baumeister. Executive Director; Rodney Burch. Associate Director; Devin Hillam. Secretary; Kami Morrison. Rich Wood, Rob Kingsbury via video conference, Christian Anderson, Jim Layhay, John Klaus and Randy Larsen via conference call. Chairman Heiner called the meeting to order at 5:30 pm. Heiner entertained a motion to approve tonight's agenda. APPROVAL OF MINUTES: for August 20, 2019 (action item) Heiner entertained a motion to approve the minutes as emailed. Keller moved the minutes of August 20, 2019, be approved as emailed; Nield seconded. All voted to approve. GENERAL BUSINESS 1. Pine Ridge Mall / TIF Revenue Bond Presentation (action item) (Representatives from Zions Bank and Pine Ridge Mall will present bond proposal) Rob Kingsbury via teleconference, owner of Pine Ridge Mall, headquarters located in Jefferson City Missouri. Rob is hoping to free up additional capital through bonds and add more tenants and users to the property. They have been happy to add Hobby Lobby, Panera Bread, Red Robin, Discount Tire, Fed Ex, Shoe Dept. and Planet Fitness and are looking to add more as it continues to improve. Rich Wood, from law firm Polsinelli in Kansas City, has a team of individuals via conference call to discuss the possibility of the authority issuing revenue bonds to free up resources for Rob to invest more into mall. Rob and Rich work with this team on other similar projects that involve bond issuances. Introductions of team on conference call: • Jim Layhay and John Klaus with Stifel Nicolaus, an underwriting firm in St. Louis • Randy Larsen Attorney, law firm of Gilmore & Bell in Salt Lake City • Christian Anderson, CDA's Financial Advisor, Zions Rich stated the goal is to issue tax increment bonds to take out approximately $1.5 million, what Stifel estimates they can issue in bonds, which would provide a one-time pay off of project costs they have spent already. Bond proceeds would essentially then reimburse the developer in one payment. This would take out all costs from pay -as -you -go over time to free up resources for the developer to do other projects on-site. Rob stated they have completed a similar exercise as what is being proposed, in Jefferson City. Stifel helped complete the transactions. Feels like it's worthy of consideration, not asking the City's balance sheet or income statement or credit to be put on the line to back bonds. Bonds are a transfer of future payments that the TIF has generated that produces upfront capital which will allow them to continue to invest in the mall and new projects. Spent many millions to complete projects previously mentioned like Hobby Lobby, Discount Tire, etc. They would like to continue to invest money into the property but there are limits to capital and they are getting closer to their limits in terms of debt and equity. Instead of waiting for TIF payments to come in over next several years/decades, the owners would like to capture those dollars today to be ready. Team of individuals on the conference call described their role in the transactions: Randy Larsen with Gilmore & Bell, a national public finance firm. Work solely in public finance so transactions such as this are in their wheelhouse. They act as bond counsel and underwriters counsel. Objective is to draft a document to meet the business points Stifel will be looking for to get best interest rate and marketability. Monetizing the future TIF available from the existing agreement that would need to be modified in order to allow for bonds to be issued. Ask is to pledge those revenues as collateral to proposed bond issuance. Their expertise is to draft those documents to conform to market and national standards. They deliver opinions about validity of bonds and look to Christian to help define how documents should look for the benefit of the Development Authority. Jim Layhay and John Klauss with Stifel. Jim stated that they, as a team, have been working together on financing for many years. Work on these types of transactions day in and day out. John and Jim focus on development -related public finance. Work with everyone to review all documents Gilmore & Bell drafts and eventually an offering document is posted and then they market the bonds and sale to appropriate investors. Their job is to get lowest interest rate and best result. Stifel is nationwide and one of the largest investment banking firms in the country. Based in New York City, headquarters in St. Louis. Based on this type of financing, have market share nationally of about 50% so they have strength in what they do. John, this is a niche in their firm and they have a sales force that understands this type of credit. Rob mentioned earlier with this type of non -rated credit the goal of issuer may be to get rid of debt as soon as possible. As revenue comes in every year you first pay expenses associated with bond issue then pay interest. Every penny left over is used to receive the bond. May have 20 year maturity on bond, fully anticipate to pay off earlier than 20 years because using all revenue that comes in to redeem those bonds earlier. Christian Anderson, Zions Public Finance, Municipal Advisor to CDA and the City, also working on police city hall project for the City. His job is to represent the Development Authority's financial interest, and make sure that whatever is agreed to is appropriate and does not include taking on risk. Structure is meant to take all risk off CDA. Also will be making sure documents fully insulate CDA from additional liability beyond actual tax increment that's generated. In the unlikely event something happens in market, need to make sure documents are bulletproof for CDA and city in terms of liability. Moser asked if bonds require a vote from the citizens to pass. Randy answered that no it does not. This is a limited revenue pledge, election is not required. Moser also asked about how this financial responsibility would affect plans for new city hall. Christian stated it will not affect those projects. CDA and city have a very close relationship but still exist as separate entities, one debt does not affect other. Given how tightly insulated the whole thing would be, not a liability on city to begin with. In terms of credit as far as selling, underwriter had no concerns. Market will view as the bonds as investors taking the risk, not the CDA. CDA fully insulated, in that, the only claim they have is on the tax increment generated and Pine Ridge Mall paying taxes to begin with. Rob stated they had similar discussion in Jefferson City. Example, if able to work together towards bond issuance bond holders get coupon which is a reward for their risk in buying bonds paid twice a year. If for some reason two days after bonds are sold, the payment paid through taxes goes to zero. No risk in downside scenario to city or city's credit once bonds are issued and sold. Bond holder has taken risk for that reward. Baumeister, clarified that agreement is between Rob and investors, CDA roll is essentially to say yes to the agreement. Christian stated that CDA role is to facilitate the issuance and also pledge future tax increment revenues. Facilitating structure not taking on risk. Keller asked about process and decisions on terms. Rick Wood stated that in order to get going a number of professionals are needed, revenue study by third party company to look at revenues and bond sizes. Need to engage underwriter, bond counsel and then to kick everything off would ask CDA to adopt a resolution of intent. Asking for approval to put package together of engagement letters and resolution of intent and bring back to next meeting. That will start 6-8 week process that everyone goes through and then come back and set ordinance or resolution that authorizes the issuance of the bond. Rob mentioned a lot of people working and is up to the owners of property to those issuing the bonds pay for their representation but also CDA's. Nield clarified that Rob has total responsibility for payment to all entities. Rob confirmed that part of mall's responsibility to not cause undue burden on CDA and that they will fund the costs. Christian stated that as contracts are received he will review and make sure CDA is protected. Contracts would be set up so that Pine Ridge Mall is taking on costs and if for some reason they pull out and don't complete project or financing, CDA isn't left holding liabilities. Typical timeline limitations include, by law 30 day protest period before closing and pricing. In terms of pricing, CDA will have a firm recommendation from Christian on whether or not to proceed. Parameters in resolution will designate people to actually finalize sale of bonds. Baumeister asked if Rob would be willing to share future plans with available funds. Rob realized there is a lot of work to be done there. Any time there is a vacancy there's work to be done. It's a challenging environment with Amazon and others for property owners to be brick and mortar retail owners. Plan to see continue change into multi -use center and filling vacancies with relevant uses going forward. Plan to go after restaurants, and retailers not in market and also try to attract office users and others like education. Can't name specifics but are having ongoing discussions. Typically takes 9-18 months from starting conversations until they open doors. They have a lot of great opportunities and want to be in position to have funds available when times comes. Baumeister asked if the funds would be used for build -to -suit type situations. Rob stated either new buildings or renovation of space inside mall property. Takes money to do and typically fund through combination of equity and debt. Heiner asked about next steps. Rich stated he will bring back packet of engagement letters and resolution of intent to the next meeting. No action required just need consensus to move forward and start process. Rob will follow up with an email. Any further discussion or questions please reach out to Rob. Video and conference calls disconnected. 2. Construction project update (Staff will provide update on construction projects) Burch provided two project updates. First, Hawthorne road is still on schedule for normal completion. Second, received confirmation from Fort Hall Irrigation Project that they will not be replacing the leaky portion of Siphon this winter. Funds were allocated but didn't complete their engineering on time. Will replace in winter of 2020-2021, which will delay New Day Parkway road project between, Yellowstone and Whitaker. Now won't occur until spring/summer of 2021. Project is under design right now, first design review week of October 1St. Plan to piggy back on top of repair project irrigation district has. Baumeister asked if it is still fitting in timeline with ITD's improvements to Yellowstone. Burch stated city would still be ahead of ITD by two years. 2024 is ITD's budget year, construction calendar year of 2023. Burch said city is actively working on temporary signal for that location. Would be removed and replaced by permanent signal as part of ITD project. Nield asked when Hawthorne completion date is. Burch stated is scheduled to be completed by October 15th for substantial completion, meaning it can be used for intended purpose. May have a few punch list items but can run traffic up and down. Keller questioned November 1ST for Siphon interchange opening. Still advertised date. Chubbuck and Pocatello done with their portion, waiting for ITD to finish. Moser stated ITD is trying to invite delegates from Washington D.C. for that opening. No exact date set for ceremony yet. Burch spoke with project manager at ITD who said they are still on schedule. By end of week should be done with all fill material on west side of freeway. 3. Review and approve claims to be paid (action item) (CDA board will review and approve payments of obligations) Claims presented are all in relationship to legal fees. Hawthorne road project, small trees in country acres and legal services on downtown project. Went through quiet title process for property purchased from McKee family. Nield asked when City is starting downtown project. Burch sated the initial piece which is city hall which is scheduled to start in April or May or as soon as weather allows in spring 2020. Current schedule for the building to be occupied is in May/June of 2021, making it a 15 month project. Motion to approve made by Baumeister, seconded by Nield. Roll call vote: Heiner, yes; Nield, yes; Baumeister, yes; Moser, yes; Keller, yes. (Stuart left early). 4. Discuss and add agenda items for future meetings (action item) (CDA board will discuss possible items for future agendas) Normal business. No additional items. ADJOURN: motion to adjourn made by Moser, all approved. 6:15pm NEXT MEETING: October 15, 2019 Dan Heiner, Commission Chair Kami Morrison, Secretary STIFEL October 9, 2019 Chubbuck Development Authority c/o Mr. Rodney Burch 5160 Yellowstone Avenue PO Box 5604 Chubbuck, ID 83202 Re: Placement Agent Engagement Relating to the Chubbuck Development Authority (the "Issuer" or "Authority") in connection with a bond financing (the "Issue") for the Pine Ridge Mall Project (the "Project") Dear Rodney: The Municipal Securities Rulemaking Board (MSRB) requires placement agents to provide municipal securities issuers with certain disclosures as set forth in MSRB Rule G-17. Stifel Nicolaus & Company, Incorporated ("Stifel") intends to serve as the placement agent and not as a financial advisor or municipal advisor, in connection with the Issue. During the course of the placement, Stifel may provide advice to the Authority concerning the structure, timing, terms, and other similar matters concerning the Issue. I. Disclosures Required by Rule G-17 Concerning the Role of the Placement Agent (1) Municipal Securities Rulemaking Board ("MSRB") Rule G-17 requires a placement agent to deal fairly at all times with both municipal issuers and investors; (2) the placement agent's primary role is to place securities directly with an investor or investors on behalf of the Issuer without first purchasing the securities, and the placement agent has financial and other interests that differ from those of the Issuer; (3) unlike a municipal advisor, the placement agent does not have a fiduciary duty to the Issuer under the federal securities laws and is, therefore, not required by federal law to act in the best interests of the Issuer without regard to its own financial or other interests; and (4) the placement agent will review the official statement for the Issuer's securities, if any, and complete requisite due diligence, in accordance with, and as part of, its responsibilities to investors under the federal securities laws, as applied to the facts and circumstances of the transaction. II. Disclosures Concerning the Placement Agent's Compensation The placement agent will be compensated by a fee of $50,000 in connection with the private placement of the Issue. Payment or receipt of the placement agent fee will be contingent on the closing of the transaction. NICOLAUS & COMPANY, INCORPORATED ON FINANCIAL PLAZA 1 501 NORTH BROADWAY I ST. LOUIS. MISSOURI 63102 1 (314) 342-2000 1 WWW.STIFEL.COM MEMBER SI PC AND NYSE III. Additional Conflicts of Interest Disclosures Stifel has not identified any additional potential or actual material conflicts that require disclosure. IV. Disclosures Relatina to Complex Municipal Securities Financing Since Stifel has not recommended a "complex municipal securities financing" to the Issuer, additional disclosures regarding the financing structure for the Issue are not required under MSRB Rule G-17. However, if Stifel recommends, or if the Issue is ultimately structured in a manner considered a "complex municipal securities financing" to the Issuer, this letter will be supplemented to provide disclosure of the material financial characteristics of that financing structure as well as the material financial risks of the financing that are known to us and are reasonably foreseeable at that time. If you or any other Authority officials have any questions or concerns about these disclosures, please make those questions or concerns known immediately to the undersigned. In addition, you should consult with the Authority's own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent you deem appropriate. It is our understanding that you have the authority to bind the Authority by contract with Stifel Nicolaus, and that you are not a parry to any conflict of interest relating to the subject transaction. If our understanding is incorrect, please notify the undersigned immediately. We are required to seek your acknowledgement of receipt of this letter. Accordingly, please send me an email to that effect or sign and return the enclosed copy of this letter to me at the address set forth below. We look forward to working with you and the Authority in connection with the Issue. Thank you. Sincerely, ()I Jes J. ay anaging Director Acknowledgement: Rodney Burch Authorized Representative of the Authority Date: CC: Christian Anderson Rob Kingsbury Rich Wood Randall Larsen John Klaus Brendan Ross NICOLAUS & COMPANY, INCORPORATED ONE FINANCIAL f LAZA 1 501 NORTH BROADWAY I ST. Louis, MissouRI 63102 1 (314) 342-2000 I WWW. STI FE L. COM MEMBER SI PC AND NYSE Stifel is providing information and is declaring to the proposed municipal issuer and any obligated person that it has done so within the regulatory framework of MSRB Rule G-23 as a placement agent and not as a financial advisor, as defined therein, with respect to the referenced proposed issuance of municipal securities. The primary role of Stifel, as a placement agent, is to place securities directly with an investor or investors on behalf of the Issuer without first purchasing the securities, and the placement agent has financial and other interests that differ from those of the Issuer. The Issuer should consult with its own financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it deems appropriate. These materials have been prepared by Stifel for the client or potential client to whom such materials are directly addressed and delivered for discussion purposes only. All terms and conditions are subject to further discussion and negotiation. Stifel does not express any view as to whether financing options presented in these materials are achievable or will be available at the time of any contemplated transaction. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Stifel to provide or arrange any financing for any transaction or to purchase any security in connection therewith and may not relied upon as an indication that such an offer will be provided in the future. Where indicated, this presentation may contain information derived from sources other than Stifel. While we believe such information to be accurate and complete, Stifel does not guarantee the accuracy of this information. This material is based on information currently available to Stifel or its sources and is subject to change without notice. Stifel does not provide accounting, tax or legal advice; however, you should be aware that any proposed indicative transaction could have accounting, tax, legal or other implications that should be discussed with your advisors and /or counsel as you deem appropriate. NICOLAUS & COMPANY, INCORPORATED ONE FINANCIAL f LAZA 1 501 NORTH BROADWAY I ST. Louis. MissouRI 63102 1 (314) 342-2000 I WWW. STI FE L. COM MEMBER SI PC AND NYSE GILPYAL 0 ref BELL r iVest South Tempit:-. $oit-e 1,420 418C -i) 36,q--.5060 / X1,%;, . o:; •S,S52 FAX i L3iliri s:'zj2 it,COiv October 15, 2019 The Urban Renewal Agency of the City of Chubbuck, Idaho d/b/a Chubbuck Development Authority 5160 Yellowstone Chubbuck, ID 83202 Attention: Chair Daniel Heiner Re: Bond Counsel Services in Connection with Issuance by the Urban Renewal Agency of the City of Chubbuck, Idaho d/b/a the Chubbuck Development Authority Dear Mr. Heiner: The purpose of this engagement letter is to set forth certain matters concerning the services we will perform as bond counsel to the Urban Renewal Agency of the City of Chubbuck, Idaho d/b/a the Chubbuck Development Authority (the "CDA"), in connection with the issuance of bonds (the "Bonds") by the CDA. We understand that such Bonds will be issued for the purpose of reimbursing developer expenses related to improvements to the Pine Ridge Mall located in the City of Chubbuck, Idaho. We further understand that it is anticipated that Stifel, Nicolaus & Company, Incorporated (the "Placement Agent") will arrange for the purchase of the Bonds. SCOPE OF ENGAGEMENT In this engagement, as bond counsel to the CDA we expect to perform the following duties: (1) Subject to the completion of proceedings to our satisfaction, render our legal opinion (the "Opinion") regarding the validity and binding effect of the Bonds, the excludability of interest on the Bonds from gross income for federal and State of Idaho income tax purposes, and such related matters as we deem necessary or appropriate. (2) Examine applicable law as it relates to the authorization and issuance of the Bonds and our Opinion and advise the CDA regarding the legal authority for the issuance of the Bonds and other legal matters related to the structure of the Bonds. (3) Prepare or review authorizing proceedings and legal documents necessary or appropriate to the authorization, issuance and delivery of the Bonds and coordinate the authorization and execution of such documents. (4) Prepare a limited offering memorandum or other disclosure document or offering material with respect to the Bonds for distribution to potential investors. (5) Assist the CDA in seeking from other governmental authorities such approvals, permissions, and exemptions, if any, as we determine are necessary or appropriate in connection with the authorization, issuance and delivery of the Bonds, except that we will not be responsible for any required Blue Sky filing. (6) As requested by the CDA, attend meetings and conferences related to the Bonds and otherwise consult with the parties to the transaction prior to the issuance of the Bonds. (7) Coordinate the closing of the transaction, and after the closing assemble and distribute transcripts of the proceedings and documentation relating to the authorization and issuance of the Bonds. Our Bond Opinion will be addressed to the CDA and will be delivered by us on the date the Bonds are exchanged for their purchase price (the "Closing"). The Opinion will be based on facts and law existing as of its date. In rendering our Opinion, we will rely upon the certified proceedings and other certifications of public officials and other persons furnished to us without undertaking to verify the same by independent investigation, and we will assume continuing compliance by the CDA with applicable laws relating to the Bonds. During the course of this engagement, we will rely on you to provide us with complete and timely information on all developments pertaining to any aspect of the Bonds and their security. We understand that you will direct members of your staff and other employees of the CDA to cooperate with us in this regard. Our duties in this engagement are limited to those expressly set forth above. Among other things, our duties do not include: (a) Preparing requests for tax rulings from the Internal Revenue Service or no -action letters from the Securities and Exchange Commission, or representing the CDA in Internal Revenue Service examinations or inquiries or Securities and Exchange Commission investigations. (b) Preparing blue sky or investment surveys with respect to the Bonds. (c) Drafting state constitutional or legislative amendments or pursuing test cases or other litigation. (d) Making an investigation or expressing any view as to the creditworthiness of the CDA or any credit enhancement provider for the Bonds. (e) Preparing or negotiating the terms of any guaranteed investment contract or other investment agreement. (f) After Closing, providing advice concerning any actions necessary to assure compliance with any continuing disclosure undertaking. (g) After Closing, providing continuing advice to the CDA or any other party concerning any actions necessary to assure that interest paid on the Bonds will continue to be excludable from gross income for federal income tax purposes (e.g., our engagement does not include rebate calculations for the Bonds). 4824-7108-7273, v. 2 2 (h) Addressing any other matter not specifically set forth above that is not required to render our Bond Opinion. ATTORNEY-CLIENT RELATIONSHIP Upon execution of this engagement letter, the CDA will be our client and an attorney- client relationship will exist between us. We understand that the CDA also has general counsel that will be engaged by the CDA in connection with the issuance of the Bonds. We assume that all other parties will retain such counsel as they deem necessary and appropriate to represent their interests in this transaction. We further assume that all other parties understand that in this transaction we represent only the CDA, we are not counsel to any other party, and we are not acting as an intermediary among the parties. Our services as bond counsel are limited to those contracted for in this letter. The CDA's execution of this engagement letter will constitute an acknowledgment of those limitations. Our representation of the CDA will not affect, however, our responsibility to render an objective Opinion. Our representation of the CDA and the attorney-client relationship created by this engagement letter will be concluded upon issuance of the Bonds and delivery of our Opinion. Nevertheless, subsequent to Closing, we will mail the appropriate Internal Revenue Service Form 8038-G and prepare and distribute to the participants in the transaction a transcript of the proceedings pertaining to the Bonds. We do not undertake (unless separately engaged) to provide continuing advice to the CDA or any other party concerning any actions necessary to assure that interest paid on the Bonds will continue to be excludable from gross income for federal and State of Idaho income tax purposes or to assure compliance with the requirements of any federal or state securities laws. Nonetheless, subsequent events may affect the tax-exempt status of interest on the Bonds and compliance with securities laws. Consequently, continued monitoring and other action to assure compliance with these requirements may be necessary. Should the CDA want our firm to assist with such compliance (e.g., arbitrage rebate calculations and ongoing securities law compliance), our participation in such post -closing matters must be specifically requested, and a separate engagement will be required. CONFLICTS As you are aware, our firm represents many political subdivisions, underwriters and others. It is possible that during the time that we are representing the CDA, one or more of our present or fixture clients will have transactions with the CDA. We also may represent, in unrelated matters, one or more of the entities involved in the issuance of the Bonds, including the Placement Agent. We do not believe any such representation will adversely affect our ability to represent you as provided in this letter, either because such matters will be sufficiently different from the issuance of the Bonds so as to make such representations not adverse to our representation of the CDA or because the potential for such adversity is remote or minor and outweighed by the consideration that it is unlikely that advice given to the other client will be relevant to any aspect of the issuance of the Bonds. Acceptance of this letter will signify the CDA's consent to our representation of others consistent with the circumstances described in this paragraph. FEES Based upon (i) our current understanding of the terms, structure, size and schedule of each financing represented by the Bonds, (ii) the duties we will undertake pursuant to this engagement letter, (iii) the time we anticipate devoting to each financing, and (iv) the responsibilities we will 4824-7108-7273, v. 2 3 assume in connection therewith, we estimate that our fee will be $50,000 ($35,000 for bond counsel services and $15,000 for preparation of offering document). Our fee may vary (a) if the principal amount of the Bonds significantly exceeds $1,500,000, (b) if material changes in the structure or schedule of the financing occur, or (c) if unusual or unforeseen circumstances arise which require a significant increase in our time or responsibility. If, at any time, we believe that circumstances require an adjustment of our original fee estimate, we will advise you and prepare and provide to you an amendment to this engagement letter. In addition, we will expect to be reimbursed for all client charges made or incurred on your behalf, such as travel costs, photocopying, deliveries, teleconference charges, telecopy charges, postage, filing fees, computer- assisted research and other expenses. We estimate that such charges will not exceed $1,500. We understand our fee will be paid from Bond proceeds. Our fee is usually paid at the Closing, and we customarily do not submit any statement until the Closing unless there is a substantial delay in completing the financing. If we submit an additional statement for client charges following the Closing or if the financing is not consummated or is completed without the delivery of our Bond Opinion as bond counsel or our services are otherwise terminated, we understand and agree that we will not be paid the fee stated above or for our time expended on your behalf but will be paid a reasonable amount based upon our services provided to date by Pine Ridge Mall, JC, LLC (the "Developer") for client charges made or incurred on your behalf and not covered by Bond proceeds. RECORDS Papers and property furnished by you will be returned promptly upon request. Our own files, including lawyer work product, pertaining to the transaction will be retained by us. For various reasons, including the minimization of unnecessary storage expenses, we reserve the right to dispose of any documents or other materials retained by us after the termination of this engagement. If the foregoing terms are acceptable to you, please so indicate by returning this engagement letter dated and signed by an authorized officer, retaining the original for your files. We look forward to working with you. 4824-7108-7273, v. 2 4 GILMORE & BELL, P.C. By: �" radley Patterson ACCEPTED AND APPROVED: THE URBAN RENEWAL AGENCY OF THE CITY OF CHUBBUCK, IDAHO, d/b/a CHUBBUCK DEVELOPMENT AUTHORITY LN Date: ACKNOWLEDGED: PINE RIDGE MALL, JC, LLC Its: bdp:rct cc: Christian Anderson, Zions Public Finance, Inc. [Engagement Letter — Signature Page] 4824-7108-7273, v. 2 5 CONTRACT FOR TECHNICAL SERVICES AND ASSISTANCE BETWEEN THE CHUBBUCK DEVELOPMENT AUTHORITY I_1 1 17 PGAV PLANNERS, LLC This Agreement is entered into by and between the Chubbuck Development Authority, hereinafter referred to as the "Authority" or "Client," and PGAV Planners, LLC, hereinafter referred to as the "Consultant." Witnesseth: Whereas, the Pine Ridge Mall Project Area (the "Project Area") is an established Urban Renewal Area in the City of Chubbuck, Idaho; Whereas, the Authority intends to cause the issuance of revenue bonds in conjunction with the Project Area; Whereas, an independent evaluation and projection of the incremental revenues generated within the Project Area is required in conjunction with an upcoming bond financing; Whereas, the Consultant is familiar with the Authority, tax increment financing in the State of Idaho, and is duly experienced in providing the necessary services to perform said independent evaluation and projection of revenues likely to accrue from the Project; and Now, Therefore, the parties hereto do mutually agree as follows: I. SCOPE OF SERVICES The following Scope of Services will be completed as outlined in Exhibit A, attached hereto: II. COMPENSATION A. The fee for the services outlined in Exhibit A will be an amount equal to Twenty Thousand Dollars ($20,000) exclusive of reimbursable expenses as stated below. B. Reimbursable expenses will consist of reasonable travel expenses, long distance telephone charges, express delivery charges, photographic expenses, the cost of printing or other reproduction of documents owned by others, and other "out-of-pocket" expenses required to provide the services described. Such expenses will be billed at their direct cost to the Consultant. 10/10/2019, pg. 1 Pine Ridge Mall KAWLANNERS III. METHOD OF COMPENSATION WILL BE AS FOLLOWS It is hereby understood that total payment for all services as provided for herein shall be due and payable upon the closing of the bond issue. IV. SERVICES OUTSIDE THE SCOPE OF THIS AGREEMENT The Scope of Services to be delivered by the Consultant shall be as provided for herein. The following work elements are hereby specifically noted as not included as tasks to be performed in conjunction with the terms of this Agreement: A. Data collection and analysis with respect to revenues not associated with the Project Area. B. Opinions with respect to existing or anticipated revenue sources or generation not associated with the Project Area. C. Reporting on events or information which become available subsequent to the date of the Final Technical Memorandum. D. Update of revenue projections when a bond closing does not occur within 90 days of the date of issuance of the Draft Technical Memorandum or within 60 days of the date of the issuance of the Final Technical Memorandum. These services shall be considered additional work beyond the scope of this Agreement. Client may acquire the provision of such services by the Consultant at an additional cost to be negotiated and provided for in the form of an addendum to this Agreement. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed this day of October 2019. ATTEST: ATTEST: r Mike Weber Director 10/10/2019, pg. 2 Pine Ridge Mall CHUBBUCK DEVELOPMENT AUTHORITY PGAV PLANNERS, LLC An y Struckho f Vice President KAVAL NNERSS Exhibit A - Proposed Scope of Services Work Tasks A. Review of Revenue Data PGAV will conduct a review and analysis of the historic tax collections which will need to be evaluated in order to project future levels of revenues available for bond financing. The data to be reviewed will include, but not necessarily be limited to, the following items: a. The list of parcels by parcel identification number located in the Project Area; b. The list of businesses within the Mall; c. The balance of revenues presently in the revenue fund(s), if any; and the amount of revenues expended from such funds to date; d. Consideration for any new development that is planned, but not yet constructed, or new tenants which have signed letters of intent to open within the Project Area; e. Any other information that would help to confirm the tax generation potential of the improvements within the Project Area; and f. Any information regarding the status of existing lease agreements that may affect future tenancy. B. Market Analysis PGAV staff will develop an analysis of economic considerations such as the general condition of the national retail mall market, the economic conditions associated with malls in the region, and in Idaho in order to put the Pine Ridge Mall in context for the reader in light of national trends in retailing and mall development. PGAV will determine the trade area served by the Pine Ridge Mall; economic conditions in the trade area and in Chubbuck; retail demand in the trade area and the City, and how the Pine Ridge Mall serves this demand PGAV will also produce a market analysis for multi -family uses planned for the Project Area. PGAV will produce an analysis of multi -family apartment dynamics and present estimates of property values based on details of the planned development. 10/10/2019, pg.3 POMPLANNERS C. Revenue Analysis Using the data gathered and analyzed in Task A, above, PGAV will develop estimates of incremental tax revenues. These estimates will cover the period of time for which the Project Area remains in effect in accordance with ordinances of the City and Idaho State Statutes. These revenue projections will be based on the available data gathered and analyzed in Task A and Task B. A Draft Tabular Presentation of these Revenue Projections will be submitted for initial review and discussion with the Client and others as appropriate and as determined by the Client. Subject to these discussions, the revenue projections may be revised to reflect any changes evolving from said discussions. D. Technical Memorandum PGAV will prepare a Draft and Final Technical Memorandum summarizing the results of Tasks A, B and C, as outlined above, which will include the narrative, tabular and graphic elements necessary to accurately describe the work. The Final Technical Memorandum will be prepared subsequent to a review of the Draft Technical Memorandum by the Client and the appropriate Authority staff, Owner staff, and Bond Counsel. E. Review of Official Statement The work and findings resulting from Task C, above, cannot be included in any official statement for a bond issue and consummation of a bond sale without prior review and approval by the Consultant regarding any representations therein with respect to the Consultant's organization and work product. Client will provide a minimum of three (3) business days for such review, and a minimum of three (3) days for the provision of any such written authorizations. Such approval should not be unreasonably withheld and shall not involve a separate fee. F. Information to be provided by the Client The Client, as appropriate, will provide available data to PGAV as follows: 1. The data described in Task A; 2. The services of Bond and Disclosure Counsel (if necessary) to assist in gathering data pertinent to the project; and 3. Assistance (if required) with requests for information and data from outside sources, such as the City or Bannock County. G. Timing The services of the Consultant are to commence immediately upon acceptance of this Agreement pursuant to a mutually agreed upon schedule. 10/10/2019, pg.4 KAWLANNERS RESOLUTION NO. - RESOLUTION DETERMINING THE INTENT OF THE URBAN RENEWAL AGENCY OF THE CITY OF CHUBBUCK, IDAHO, D/B/A THE CHUBBUCK DEVELOPMENT AUTHORITY, TO ISSUE ITS BONDS TO REIMBURSE PINE RIDGE MALL JC, LLC, FOR CERTAIN COSTS INCURRED IN CONNECTION WITH A RETAIL SHOPPING CENTER LOCATED WITHIN THE CITY OF CHUBBUCK; APPROVING BOND COUNSEL AND AN UNDERWRITER IN CONNECTION WITH THE ISSUANCE OF SAID BONDS; AND ACKNOWLEDGING CERTAIN DISCLOSURES OF THE U1►111 NAWAIA 9113 X 1U X'i1,11►1 W I11I0 k149 .91114 93 WHEREAS, the Urban Renewal Agency of the City of Chubbuck, Idaho, d/b/a/ the Chubbuck Development Authority (the "Authority"), is authorized and empowered under Title 50, Chapter 20 Idaho Code (the "Act"), to issue bonds to finance certain projects as set forth in the Act; and WHEREAS, the City of Chubbuck, Idaho (the "City"), Pine Ridge Mall, JC, LLC, a Missouri Limited Liability Company ("Pine Ridge") and the Authority are parties to an Amended and Restated Development Agreement dated 2017 wherein such parties have agreed to redevelop certain property within the City; and WHEREAS, pursuant to the Development Agreement, the parties agreed that the Authority would reimburse Pine Ridge for Eligible Costs (as defined in the Development Agreement); and WHEREAS, the City and Pine Ridge desire that the Authority issue bonds (the "Bonds") to provide moneys to reimburse Pine Ridge for Eligible Costs; and WHEREAS, the Authority desires to select a bond counsel and a placement agent and approve certain disclosures with respect to the potential issuance of the Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE URBAN RENEWAL AGENCY OF THE CITY OF CHUBBUCK, IDAHO, D/B/A THE CHUBBUCK DEVELOPMENT AUTHORITY, AS FOLLOWS: Section 1. Intent to Issue Bonds. The Board of Directors of the Authority hereby determines and declares the intent of the Authority to issue the Bonds pursuant to the Act for the purpose of reimbursing Pine Ridge for certain Eligible Costs. Section 2. Terms and Provisions. Subject to the conditions of this Resolution, the Authority will (a) issue the Bonds for the purposes set forth in the recitals hereto, with such maturities, interest rates, redemption terms, security provisions, and other terms and provisions as may be determined by subsequent resolution of the Authority, (b) adopt such resolutions and authorize the execution and delivery of such instruments and the taking of such action as may be necessary or advisable for the authorization and issuance of the Bonds by the Authority, and (c) take or cause to be taken such other action as may be required to implement the foregoing. Section 3. Selection of Bond Counsel. Gilmore & Bell, P.C. is hereby appointed Bond Counsel in connection with the Bonds subject to the terms of the engagement letter attached hereto as Exhibit A (the "Engagement Letter"). Bond Counsel, together with the officers and agents of the Authority, are hereby authorized to work with the hereinafter referenced Underwriter, its counsel, and others, to prepare for submission to and final action by the Authority all documents necessary to effect the authorization, issuance and sale of the Bonds. The Chair, or in the absence of the Chair, any Vice Chair, is hereby authorized and directed to execute the Engagement Letter on behalf of the Authority. Section 4. Selection of Placement Agent. Stifel, Nicolaus & Company, Incorporated is hereby selected as the "Placement Agent" for the Bonds, subject to the terms of the proposal attached hereto as Exhibit B (the "Proposal") and the final approval of the issuance of the Bonds by the Board of Directors of the Authority, such approval to be at the complete discretion of Authority. Nothing herein shall bind or obligate the Authority to pursue the issuance and sale of the Bonds. The Chair, or in the absence of the Chair, any Vice Chair, is hereby authorized and directed to execute the Proposal on behalf of the Authority. Section 5. Approval of Disclosures. The Board of Directors, solely to facilitate the Placement Agent compliance with Rule G-17 in connection with the issuance of the Bonds, hereby acknowledges receipt of the disclosures provided in the Proposal. The Chair, or in the absence of the Chair, any Vice Chair, is authorized to execute, on the Authority's behalf, an acknowledgment of receipt of the disclosures provided in the Proposal pursuant to MSRB Rule G-17, and, if required, an acknowledgment that it has not specified a retail order period requirement pursuant to MSRB Rule G-11. Section 6. Limited Liability. Any provision hereof to the contrary notwithstanding, nothing herein contained shall be construed to impose a charge against the general credit of the Authority or to impose any pecuniary liability upon the Authority except with respect to the proper application of the proceeds to be derived by the Authority from the sale of the Bonds. Section 7. Further Authority. The Authority hereby authorizes and empowers the officers and representatives of the Authority to do all such acts and things and to execute, acknowledge, and deliver all such documents as may in their discretion be deemed necessary or desirable in order to carry out or comply with the terms and provisions of this Resolution in connection with the structure and sale of the Bonds. All of the acts and undertakings of such officers and representatives which are in conformity with the intent and purposes of this Resolution, whether heretofore or hereafter taken or done shall be and the same are hereby in all respects, ratified, confirmed and approved. Section 8. Severability. The sections, paragraphs, sentences, clauses and phrases of this Resolution shall be severable. In the event that any such section, paragraph, sentence, clause or phrase of this Resolution is found by a court of competent jurisdiction to be invalid, the remaining portions of this Resolution are valid, unless the court finds the valid portions of the Resolution are so essential to and inseparably connected with and dependent upon the invalid portion that it cannot be presumed that the Authority has enacted the valid portions without the invalid ones, or unless the court finds that the valid portions, standing alone, are incomplete and are incapable of being executed in accordance with the legislative intent. Section 9. Effective Date. This Resolution shall take effect and be in full force immediately upon its adoption by the Board of Directors of the Authority. 4828-3592-5929, v. 1 2 Adopted this 15th day of October, 2019. (SEAL) ATTEST: By: Title: THE URBAN RENEWAL AGENCY OF THE CITY OF CHUBBUCK, IDAHO, D/B/A THE CHUBBUCK DEVELOPMENT AUTHORITY By: Title: 4828-3592-5929 S-1 Chair EXHIBIT A BOND COUNSEL ENGAGEMENT LETTER 4828-3592-5929 A-1 EXHIBIT B PLACEMENT AGENT PROPOSAL 4828-3592-5929 B-1 Chubbuck Development Authority Payment Approval Report - by GL Page: 1 Report dates: 10/15/2019-10/15/2019 Oct 09, 2019 05:21 PM Report Criteria: Invoices with totals above $0 included. Paid and unpaid invoices included. GL Account and Title Segment Fund Vendor Name Invoice Number Description Invoice Date Net Invoice Amount Amount Paid Date Paid Dated: CDA Chair: PW Director: City Recorder: City Treasurer: 460.00 .00 460.00 .00 27,238.39 .00 234001-699 MISCELLANEOUS EXPE CHUBBUCK URBAN REN .00 BEARD ST CLAIR GAFFN 417348 Legal Service -General Counsel (Tom 09/10/2019 Total : .00 DEPARTMENT 440 .00 23-4409-772 SIPHON ROAD RECONS CHUBBUCK URBAN REN HDR ENGINEERING INC 1200213479 Siphon Rd. Ext.-Phse 3 -Whitaker & Y 09/06/2019 234409-772 SIPHON ROAD RECONS CHUBBUCK URBAN REN HDR ENGINEERING INC 1200220850 Siphon Rd. Ext.-Phse 3 -Whitaker & Y 10/07/2019 234409-773 CDA HAWTHORNE RD J CHUBBUCK URBAN REN KERSHAW CURB & GUTT 2380 Sidewalk-Darris & Hawthorne at canal 09/20/2019 234409-773 CDA HAWTHORNE RD J CHUBBUCK URBAN REN MICKELSEN CONSTRUC 3601-09/30/19 Hawthorne Road Reconst: Pay App # 09/30/2019 Total DEPARTMENT 440: 234500-501 DOWNTOWN PROPERTY CHUBBUCK URBAN REN AMERITITLE 223957 4699 Burley Dr. -Property Purchase 10/15/2019 Total: Grand Totals: Dated: CDA Chair: PW Director: City Recorder: City Treasurer: 460.00 .00 460.00 .00 27,238.39 .00 21,936.82 .00 800.00 .00 173,076.44 .00 223,051.65 .00 236,099.78 .00 236,099.78 .00 459,611.43 .00