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HomeMy WebLinkAbout2019-04RESOLUTION NOZ�19 - D 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 UNDERWRITER PURSUANT TO MSRB RULES. 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, Nicola -as & 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-1 1. 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 S. 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. THE URBAN RENEW AGENCY OF THE CITY OF CHUBBU , IDAHO, D/B/A THE CHUBBI�d'gK DEVE;z MENT AUTHORITY Ic- {SEAL) ATTEST: By: IVY"1 Title: mm 4828-3592-5929 S-1 EXHIBIT A BOND COUNSEL ENGAGEMENT LETTER 4828-3592-5929 A-1 GILMOkEBELL c ' st South 7erllple; uitc. 1,450 �08r- ...:I' 76tl-50Q FA Y.,';},�!tr,.^�:a�csl.r.oni 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 perforin 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 Mali 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 GDA, one or more of our present or future 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. PINO-rel-Ow Papers and property furnished by you will he 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. 4624-7108-7273, v. 2 4 GILMORE & BELL, P.C. radley Patterson ACCEPTED AND APPROVED: i THE URBAN RENEWALAENCY OF THE CITY OF CHBBUCK, IDAHO, d/b/a CHUBBUCK EVELOPMENT AUTHORITY M. v .v Dater t C 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 EXHIBIT B PLACEMENT AGENT PROPOSAL 4828-3592-5929 B-1 STIFEL October 9, 2019 Chubbuck Development Authority c/o Mr. Rodney Burch 5160 Yellowstone Avenue PO Box 5604 Chubbuck, ID $3202 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, tenns, and other similar matters concerning the Issue. 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. STIFEL, NICOLAus &COMPANY, INCORPORATED ONE FINANCIAL PLAZA 1501 NORTH BROADWAY I ST. LOUIS, MISSOURI 63102 1 (314) 342-20001 WWW.S'YIFEL.COM MEMBER SIPC AND NYSE Ill. Additional Conflicts of Interest Disclosures Stifel has not identified any additional potential or actual material conflicts that require disclosure. IV. Disclosures Relating to Complex Municipal Securities Financin 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 fmancing 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 party 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, J es J. 1 lt f Ac wle em t: 4 Rodney ch vvk� -] t Ci A 19 - Authorized Representative of the Authority Date: it, - 1b- I CC: Christian Anderson Rob Kingsbury Rich Wood Randall Larsen John Klaus Brendan Ross NiCOLAUS & COMPANY, INCORPORATED ONE FINANCIAL PLAZA 1501 NORTH BROAMAY j ST. LOUIS. MISSOURI 63102 1 (314) 342-2000 I WWW.STIFEL.COM MEMBER SII'C 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 MSRS 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. STIFEL, NICOI.Aus &. COMPANY, INCORPORATED ONE FINANCIAL PLAZA 1 501 NORTH BROADWAY I ST. LOUIS, MISSOURI 63102 1 (3141 342-20001 WWW.ST IF EL.COM MEMBER SIPC AND NYSE CONTRACT FOR TECHNICAL SERVICES AND ASSISTANCE BETWEEN THE CHUBBUCK DEVELOPMENT AUTHORITY AND 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: 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 bean 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. i Pine Ridge Mall PC`AWLANNERS 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 dosing 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. f ATTEST: ATTEST: Mike Weber Director 10/10/2019, pg. 2 Pine Ridge Mall PGAV PLANNERS, LLC A �z �: - An4y Struckho Vice President PMVPLANN E RS 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 POWPLANNERS 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 PMVPLANNERS AGREEMENT This Agreement is entered into this 16 day of ©C VDI;�Ge , 2019, by and among: The urban renewal agency of the City of Chubbuck, Idaho d/b/a the Chubbuck Development Authority, an independent public body corporate and politic of the State of Idaho ("CDA"); and Pine Ridge Mall JC, LLC, a Missouri limited liability company ("Pine Ridge"); collectively, the "parties". Recitals A. The CDA 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. B. The City of Chubbuck, Idaho (the "City"), the CDA, and Pine Ridge are parties to an Amended and Restated Development Agreement dated 2017 (the "Development Agreement°') wherein the parties have agreed to redevelop certain property within the City. C. Pursuant to the Development Agreement, the patties agreed that the CDA would reimburse Pine Ridge for Eligible Costs (as defined in the Development Agreement). D. The City and Pine Ridge desire that the CDA issue bonds (the "Bonds") to provide moneys to reimburse Pine Ridge for Eligible Costs. E. In connection with the issuance of the Bonds, the CDA intends to engage the professional services of the following entities: (i) Stifel, Nicolaus & Company, Incorporated, as Placement Agent, (ii) Gilmore & Bell, P.C., as Bond Counsel, and (iii) PGAV Planners, LLC, to provide a revenue study (collectively, the "Professional Services Providers"). F. The CDA intends to enter into contracts with each of the Professional Services Providers to provide services to the CDA in, connection with the Bonds, and such contracts will obligate the CDA to pay the costs of the Professional Services Providers. G. It is anticipated that all costs of the Professional Services Providers will be paid frown the proceeds of the sale of the Bonds. H. In the event the costs of the Professional Services Providers are not paid from the proceeds of the sale of the Bonds, the CDA desires to obligate Pine Ridge to pay such costs on behalf of the CDA. NOW, THEREFORE, the parties agree as set forth in the Recitals above and as follows: 1. Engagement of Professional Services Providers. In connection with the issuance of the Bonds, the CDA agrees to engage the professional services of the Professional Services Providers. 2. Payment of Costs, it is anticipated that all costs of the Professional Services Providers as set forth in each of the contracts with the Professional Services Providers will be paid from the proceeds of the sale of the Bonds. In the event the costs of the Professional Services Providers are not paid from the proceeds of the sale of the Bonds, Pine Ridge agrees to pay such costs on behalf of the CDA. Any such costs due and owing by Pine Ridge to any of the Professional Services Providers shall be paid directly to such Professional Services Providers by Pine Ridge within thirty days of notice to Pine Ridge in accordance with Section 3.11 below that such costs are due and owing. Li connection with such notice, the CDA will provide to Pine Ridge a statement of the amount of costs due and the Professional Services Provider to which such costs are due. 3. Miscellaneous Provisions. 3.1 Approval of Agreement. The CDA is subject to all state laws governing its activities, including the Idaho Open Meetings Law, which requires all fmal decisions to be approved at public meetings, with notice and agenda posting requirements. Authorization for the Chairman of the CDA to execute this Agreement shall be obtained at a public meeting. 3.2 Amendments Waivers and Termination. No amendment or modification to any terms or provisions of this Agreement; waiver of any covenant, obligation, breach or default under this Agreement; or termination of this Agreement (other than as expressly provided herein), shall be valid unless in writing and executed and delivered by each of the parties. 3.3 Entire Agreement. This Agreement sets forth the entire understanding and agreement of the parties for the subject matter herein, 3.4 Incorporation of Recitals and Exhibits. The recitals to this Agreement are incorporated Herein by such reference and made a part of this Agreement, 3.5 Severability.. If any term or provision of this Agreement is held to be or rendered invalid or unenforceable at any time in any jurisdiction, such term or provision shall not affect the validity or enforceability of any other terms or provisions of this Agreement, or the validity or enforceability of such affected term or provision at any other time or in any other jurisdiction. 3.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties, and their respective successors and permitted assigns. 3.7 Third Pa Beneficiaries. This Agreement shall not confer any rights or remedies on any person other than the parties and their respective successors and permitted assigns. 3.8 Governing Law. This Agreement shall be governed by the laws by the State of Idaho. 3.9 Authority and Binding Obligation. (i) The parties hereto have full power and authority to execute and deliver this Agreement and to perform all of their respective obligations arising under this Agreement, and (ii) the execution and delivery by the signers hereto of this Agreement on behalf of the parties hereto has been duly and validly authorized by all necessary action by each party. 3.14 Dispute Resolution and Rennedies. In the event that a dispute arises between the parties regarding the application or interpretation of any provision of this Agreement, the aggrieved party shall provide written notice of such dispute to the other parties to this Agreement. The parties shall in good faith use commercially reasonable efforts to resolve such dispute. If the 2 parties shall have failed to resolve the dispute to the satisfaction of all parties within ten (10) days after delivery of such notice, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation or other process of structured negotiation under the auspices of a nationally or regionally recognized organization providing such services in Idaho, or otherwise as the parties may mutually agree before resorting to litigation. Parties shall each bear their own attorneys' fees and costs for mediation and shall share equally the cost of mediation. Should the parties be unable to resolve the dispute to their mutual satisfaction within thirty (30) days after such completion of mediation or other process of structured negotiation, then each party shall have the right to pursue any rights or remedies it may have at law or in equity. 3.11 Notices. Formal notices, demands, and communications between the parties shall be sufficiently given if dispatched by registered or certified mail, postage prepaid, return receipt requested, or faxed or e-mailed (with a confirming telephone call) to the principal offices of the parties as set forth below. Such written notices, demands, and communications may be sent in the same manner to such other names and addresses as either party may from time to time designate in writing. If to CDA: Daniel Heiner, Chair Chubbuck Development Authority 5160 Yellowstone PO Box 5604 Chubbuck, Idaho 83202 Phone: (208) 237-2400 Fax: (208) 238-2371 With a copy to: Thomas J. Holmes, City and Development Authority Attorney 203 S. Garfield PO Box 967 Pocatello, ID 83204 E -Mail: tholi-nesid mail.com Phone: (208) 232-5911 Fax: (208) 232-5962 If to Pine Ridge: Rob Kingsbury Farmer Holding Company 221 Bolivar Street, Suite 400 Jefferson City, Missouri 65101 Email: rkin sbiir farn-iercom anies.com Phone -Office: (573) 635-2255 Phone - Mobile: (573) 298-1177 With a copy to: Korb W. Maxwell, Esq. Polsinelli PC 900 W 481x' Place, Suite 900 Kansas City, Missouri 6411 Email: kmaxwel 1@volsinelli-Con, Phone: (816) 360-4327 3.12 Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the saEne instrument. 3.13 Further Acts. The parties hereto agree to tape such further acts and execute such further documents and instruments as may be reasonably required to consummate the transactions set forth herein. 3.14 Attorne s� Fees. Except as otherwise provided herein, should any party employ an attorney or attorneys to enforce any of the provisions hereof or to protect its interest in any manner arising under this Agreement, or to recover damages for the breach of this Agreement, the non - prevailing party shall pay to the prevailing party all reasonable costs, damages and expenses, including attorneys' fees, expended or incurred in comiection therewith. SIGNED and DATED EFFECTIVE on the dat Chubbuck Development Authority Rob Kingsbury Fine Ridge Mail JC, LLC, a Missouri limited liability company 4