HomeMy WebLinkAboutItem #1PROJECT DEVELOPMENT AGREEMENT
CHUBBUCK DOWNTOWN IMPROVEMENT PROJECT
This Project Development Agreement ("Agreement") is entered into this , CIL. of
2021 ("Effective Date"), between. C/
City of Chubbuck, an Idaho municipal corporation ("City")
and
Chubbuck Development Authority ("CDA"), the urban renewal agency of the City of Chubbuck,
Idaho authorized to exercise the powers granted by the Idaho Urban Renewal Law of 1965,
Chapter 20, Title 50, Idaho Code (the "Law") and the Local Economic Development Act, Chapter
29, Title 50, Idaho Code (the "Act")
Recitals
A. The City Council, by Ordinance No. 385 dated October 27, 1992, approved the Urban
Renewal Plan Chubbuck Downtown Improvement Project ("1992 Plan") and authorized the CDA to carry
out projects to eliminate, remedy, or prevent deteriorated or deteriorating areas through redevelopment,
rehabilitation, conservation, or any combination thereof, under the 1992 Plan.
B. The City Council adjusted the boundaries of the Revenue Allocation Area in 1993
(Resolution 1-93, dated January 19, 1993) 1998 (Intergovernmental Agreement between the CDA, the
City, and Bannock County dated November 23, 1998), and 2016 (Ordinance No. 758 on August 3, 2016).
C. The City Council adjusted the boundaries of the Urban Renewal Area in 1995 (Resolution
4-95 dated March 28, 1995), 1996 (Resolution 4-96 dated December 10, 1996), 2000 (Resolution 4-2000
dated March 28, 2000), 2003 (Ordinance 576 and Resolution 3-2003 dated August 12, 2003), 2004
(Resolution 1-2004 dated January 13, 2004), 2006 (Resolution 6-2006 dated April 25, 2006), 2008
(Resolution 1-2008 dated June 17, 2008), and 2011 (Resolution 1-2011 dated January 11, 201I, and
Resolution 9-2011, dated July 26, 2011). These adjustments of the Urban Renewal Area had no impact
on the generation of revenue allocation proceeds under the Act.
D. The City Council, by Resolution 3-2002 dated September 11, 2002, amended the 1992 Plan
to identify additional public improvement projects that are eligible for revenue allocation funding.
E. The CDA, by Resolution 5-2008 dated August 12, 2008, established reimbursement criteria
for developers to request reimbursement of certain public improvement expenses under the 1992 Plan.
F. The City Council, by Resolution 2-2010 dated March 9, 2010, reorganized the CDA Board
to be made up of lay commissioners instead of City Council members, and appointed an executive
director and a clerk of the CDA.
G. The generation of revenue under the 1992 Plan commenced January 1, 1992, and will end
December 31, 2022. Consistent with Idaho Code § 50-2905(7), "the agency shall receive allocation of
revenues in the calendar year following the last year of the revenue allocation provision described in the
urban renewal plan." Accordingly, The CDA will receive allocation of revenues under the 92 Plan
through September 30, 2023.
PROJECT DEVELOPMENT AGREEMENT - Page I
H. The City and the CDA have identified several priority public improvement projects
("Priority Projects") to be completed under the 1992 Plan. A list of the Priority Projects, including
forecasted CDA revenue and expenditures for the Priority Projects, is attached hereto as Exhibit A. The
CDA has certain contractual obligations or obligations related to disposal of property in accordance with
Idaho Code that are also listed on Exhibit A.
I. The CDA and the City desire to jointly participate in development of the Priority Projects in
accordance with the terms and conditions of this Agreement.
Agreement
Therefore, in consideration of the mutual benefits and obligations set forth below, and with the
definitions set forth above incorporated by reference, the parties agree as follows:
1. Term; Purpose; Roles.
1.1 Term. This Agreement shall begin on the Effective Date and extend through the termination
of all obligations of CDA and City under this Agreement.
1.2 Purpose. The purpose of this Agreement is to define the rights and obligations of the CDA
and the City regarding development of the Priority Projects.
1.3 City Role. The City shall own and be responsible for construction of the Priority Projects, and
for payment of any construction costs not paid by the CDA as set forth herein. City shall arrange for the
engineering of and bidding for any Priority Project.
1.4 CDA Role. The CDA shall pay or reimburse all costs of constructing the Priority Projects,
subject to the limitations set forth herein.
2. Priority Projects and Approvals.
2.1 Current Projects. Exhibit A sets forth Priority Projects and sets forth the anticipated receipts
and expenditures of revenue allocation proceeds for the Priority Projects. The estimated cost of each
Priority Project set forth in Exhibit A includes all costs related thereto, including planning, design,
engineering, construction, inspection, and project management costs.
2.2 Coordination of Priority Projects. The City and CDA shall meet annually in April, and
additionally as needed, to discuss proposed additions or changes to the Priority Projects. Any amendment
to Exhibit A must be in writing and approved by action of the City Council and the CDA. Exhibit A shall
be final and not subject to further amendment after September 30, 2022.
Exhibit B sets forth projects under consideration for inclusion in the Priority Projects should funding and
timing pen -nit. The City has no objection to pursue, and the CDA has no obligation to pay or reimburse
costs of constructing, the projects set forth in Exhibit B.
2.3 Reporting. The City will periodically provide CDA a report on the status of the Priority
Projects. The CDA will at least annually provide its report to the City in accordance with Idaho Code
50-2006(c).
3. Payment of Eligible Costs.
3.1 Eligible Costs. The CDA will pay or reimburse all costs incurred by the City to construct
Priority Projects, provided that (a) such costs do not exceed the project budget approved under Section 2
and any overage approved under Section 3.2.1 or Section 3.1.2, (b) the CDA has revenue allocation
PROJECT DEVELOPMENT AGREEMENT - Page 2
proceeds available to pay such costs as set forth in Section 3.1.3, (c) the City submits reimbursement
requests for such costs to the CDA as set forth in Section 3.2, and (d) the CDA approves the disbursement
request as set forth in Section 3.3. Costs to the City, whether direct or for the City's contractors, related to
design, engineering, necessary property acquisitions, construction, inspection, project management, etc.,
shall be considered eligible costs subject to reimbursement in accordance with this section.
(a) The City shall obtain bids for each Priority Project prior to construction. If the total bid
related to a particular Priority Project exceeds the budget approved under Section 3.1,
the City shall request in writing that the CDA agree to pay the additional cost. If the
CDA declines to pay the additional cost, the City shall notify the CDA within 30 days
whether the City will (a) pay the additional cost at its own expense, or (b) decline to
construct such project.
(b) If the actual cost to construct a Priority Project exceeds the budget approved under
Section 3.1 and any overage approved under Section 3.2.1, the City shall be solely
responsible for the additional cost; however, the City may request in writing that the
CDA agree to pay the additional cost. If the CDA declines to pay the additional cost,
the City shall pay the additional cost.
(c) Eligible costs will be paid by the CDA on an "as collected" basis, meaning the CDA
will pay such costs only to the extent funds are available in the account holding revenue
allocation proceeds under the 1992 Plan ("Increment Fund"). The CDA will not borrow
money to pay or reimburse eligible costs. All revenue allocation proceeds received by
the CDA will be available to pay eligible costs except for proceeds retained by the CDA
for administration expenses. To the extent the Increment Fund does not have sufficient
funds to pay an eligible cost, the City shall pay such cost, in which case the City may
seek reimbursement of such cost from the CDA if and when funds become available in
the Increment Fund..
3.2 Request for Disbursement. The City shall submit requests for payment or reimbursement of
eligible costs to the CDA's executive director on an as needed basis. Each disbursement request shall
include the following:
(a) An itemized invoice for each eligible cost for which the City seeks payment or
reimbursement by the CDA.
(b) Certification by the City public works director that all work for which invoices are
submitted has been completed in a good and workmanlike manner, consistent with the
approved scope of the project, and in compliance with Idaho law.
3.3 Payment of Disbursement Requests. Upon the CDA's receipt of a disbursement request
that complies with Section 3.3, the CDA shall pay the request within 60 days unless (a) the request
exceeds the amount approved by the CDA under Section 3.2, (b) there are insufficient funds in the
Increment Fund to pay the request, or (c) the CDA questions the accuracy or validity of the request, in
which case the CDA shall notify the City of such concern and the City shall provide information to
address such question. If the CDA determines that any portion of a disbursement request should not be
approved, it shall within 60 days of receipt of such request notify the City in writing of the reasons for
disapproval. Any such disapproval may be appealed by City to the CDA, which shall, upon the City's
request, hold a hearing at which City may present new and/or additional evidence. If the CDA
disapproves a disbursement request in part, the approved portion shall be paid as provided herein. The
CDA has no duty or obligation to pay disbursement requests received later than 60 days prior to the
Termination Date.
PROJECT DEVELOPMENT AGREEMENT - Page 3
3.4 Distribution of Surplus Funds. Following termination of the 1992 Plan, the CDA shall
retain revenue allocation proceeds, to the extent received, sufficient to pay or reimburse all Eligible
Costs incurred prior to the date of district closure. The City shall notify the CDA by July 1, 2023, of any
Eligible Costs for which the City may not be prepared to submit a Request for Disbursement by
September 1, 2023, so that the CDA can retain funds from distribution to Bannock County upon closure.
Once all CDA obligations are satisfied, the CDA will return surplus funds to Bannock County for
distribution to the affected taxing districts pursuant to Idaho Code 50-2909(4).
3.5 City Staff Expenses. In recognition of the benefits to the City from this Agreement, the
City shall not request reimbursement from the CDA for time spent by City staff serving as CDA
officers related to administration of the I992 Plan.
4. Miscellaneous Provisions.
4.1 Amendment, Waiver, and Termination. No amendment or modification to any term or
provision 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 both parties.
4.2 Entire Agreement. This Agreement sets forth the entire understanding and agreement of the
parties for the subject matter herein.
4.3 Incorporation of Exhibits. All exhibits referred to in this Agreement are incorporated by
reference and made a part of this Agreement.
4.4 Severability. If any term of this Agreement is held to be or rendered invalid or unenforceable
by a court of competent jurisdiction, such term shall not affect the validity or enforceability of any other
term of this Agreement.
4.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties and their respective successors and assigns.
4.6 Third Party Beneficiaries. This Agreement shall not confer any rights or remedies on any
person other than the parties and their respective successors and assigns.
4.7 Governing Law. This Agreement shall be governed by the laws by the State of Idaho.
4.8 Authority and Binding Obligation. The CDA and the City each represent to the other that
(i) they have full power and authority to enter into this Agreement and to perform their respective
obligations arising hereunder, and (ii) the person signing this Agreement on their behalf has been duly
authorized by all necessary action by such party.
4.9 Dispute Resolution and Remedies. If 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 party to this Agreement. The parties shall in good faith use
commercially reasonable efforts to resolve such dispute within 30 days after delivery of the notice. If
the parties fail to resolve the dispute within 30 days, the parties will endeavor to resolve the dispute by
mediation, or otherwise as the parties may mutually agree, before resorting to litigation. The parties
shall each bear their own attorneys' fees and costs for mediation and shall share equally the cost of
mediation. If the parties are unable to resolve the dispute to their mutual satisfaction within 30 days
after such completion of mediation or other process of structured negotiation, of if either party refuses
to participate in mediation, then each party shall have the right to pursue any rights or remedies it may
PROJECT DEVELOPMENT AGREEMENT - Page 4
have at law or in equity. The non -prevailing party in litigation shall pay the reasonable attorney fees
and costs incurred by the prevailing party.
4.10 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. Notices sent by email shall be deemed delivered when the intended recipient
acknowledges receipt thereof via reply email. 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 City: Mayor Kevin England
5160 Yellowstone
PO Box 5604
Chubbuck, Idaho 83202
E -Mail: kengland@cityofchubbuck.us
Phone: (208) 237-2400
Fax: (208) 238-2371
With copy to: Joey Bowers, City Clerk
5160 Yellowstone
PO Box 5604
Chubbuck, Idaho 83202
E-Mail:=jbowers cgcityofchubbuck.us
Phone: (208) 237-2400
Fax: (208) 238-2371
Thomas J. Holmes, City Attorney
203 S. Garfield
Pocatello, Idaho 83204
E -Mail: tholmesid@gmail.com
Phone: (208) 232-5911
Fax: (208) 232-5962
If to CDA: Devin Hillam, CDA Executive Director
5160 Yellowstone
PO Box 5604
Chubbuck, Idaho 83202
E -Mail: dhillam rr,cityofchubbuck.us
Phone: (208) 237-2400
Fax: (208) 238-2371
With copy to: Thomas J. Budge, CDA Attorney
Racine Olson, PLLC
201 E. Center St.
Pocatello, Idaho 83201
E -Mail: tj@racineolson.com
Phone: (208) 232-6101
Fax: (208) 232-6109
PROJECT DEVELOPMENT AGREEMENT - Page 5
4.11 Counterparts. This Agreement may be simultaneously executed in several counterparts,
which when taken together shall constitute one and the same instrument.
4.12 Further Acts. The parties agree to take such further acts and execute such further documents
and instruments as may be reasonably required to consummate the transactions set forth herein.
4.13 Insurance. The City (either itself or the selected contractor) shall purchase and maintain,
for the benefit of the City and the CDA, insurance for protection from claims under worker's
compensation laws of the state of Idaho arising from work performed on the Priority Projects; claims for
damages because of bodily injury, including personal injury, sickness, disease, or death of any of the
City's employees or of any person while working on the Priority Projects; claims for damages because of
injury to or destruction or loss of use of tangible property as a result of work on the Priority Projects; and
claims arising out of the performance of this Agreement and caused by negligent acts for which the City
is legally liable. The amount of insurance shall be in the amounts set forth in the Idaho Tort Claims Act.
The City shall also purchase and maintain for the benefit of the City and CDA property damage insurance
for any property damage to the Chubbuck Downtown Improvement Projects or other property owned by
the City. Nothing herein shall be construed as any waiver of any claim or defense by the City or the CDA
premised upon any claim of sovereign immunity or arising from the Idaho Tort Claims Act.
4.14 Indemnity. To the extent permitted by Idaho law, the City shall defend, indemnify and hold
CDA and its respective officers, agents, and employees hannless from and against all liabilities,
obligations, damages, penalties, claims, costs, charges, and expenses, including reasonable planning,
design and engineering fees and attorney fees (collectively referred to in this section as "Claim"), which
may be imposed upon or incurred by or asserted against the CDA or its respective officers, agents, and
employees relating to the planning, design, engineering, construction, or project management of the
Priority Projects or otherwise arising out of this Agreement. In the event an action or proceeding is
brought against CDA or its respective officers, agents, and employees by reason of any such Claim, City,
upon written notice from CDA, shall, at City's expense, resist or defend such action or proceeding.
Notwithstanding the foregoing, City shall have no obligation to indemnify and hold the CDA and its
respective officers, agents, and employees harmless from and against any matter to the extent it arises
from the negligence or willful act of CDA or its officers, agents, or employees or from conduct resulting
in an award of punitive damages against CDA.
[Remainder of page intentionally left blank; signature pages below]
PROJECT DEVELOPMENT AGREEMENT - Page 6
SIGNED and DATED EFFECTIVE on the date first set forth above.
-k U—
- � - a J,
Devin England, Mayor
EXHIBITS:
Development Authority
Exhibit A: City / CDA Approved Priority Projects
Exhibit B: City/CDA Projects for future consideration as Priority Projects (Nonbinding)
PROTECT DEVELOPMENT AGREEMENT - Page 7
Exhibit A: Approved Priority Projects
Project/Commitment
Anticipated Cost
New Day Parkway (Whitaker to Yellowstone
(Industry Way)
$2,778,228 (FY21 mostly, some FY22)
Downtown Streets and Pads
$1,300,000 (FY21 mostly, some FY22)
Philbin/Chubbuck Interchange
$204,000 design (FY21 & FY22)
$1,800,000 estimated construction (FY22)
Knudsen Poor Farms Reimbursement per
contract
$291,442 (FY21 & FY22) subject to receipt of
paid invoices and increment generation due to
development
Mckee Downtown Property Payment per
Contract (remaining)
$250,000 (FY21)
Patriot Square Reimbursement per Contract
(remaining)
$30,458.21 (FY21, FY22, FY23)
NWSI Payment per Agreement (remaining)
$228,700 (FY22)
Downtown Property Demolition & Disposal
$50,000 estimated FY22
PROJECT DEVELOPMENT AGREEMENT Exhibit A
Exhibit B: Projects for future consideration as Priority Projects (Nonbinding)
• Hawthorne Road safety improvements near Canal St. and James Ave.
• Pedestrian Crossing improvements on Chubbuck Road and Yellowstone Ave.
• Park & Ride near Whitaker Road and New Day Parkway
• Yellowstone Hwy & New Day Parkway Pedestrian Path in coordination with ITD projects
• Downtown Projects in accordance with Plan and needs
+ Briscoe Road Project to reconstruct existing roadway and to connect Briscoe to Stuart
• Skatepark
PROJECT DEVELOPMENT AGREEMENT Exhibit A
CHUBBUCI(
The urban renewal agency in the City of Chubbuck, Idaho
Memo
To: Chubbuck Development Authority Commissioners
From: Devin Hillam, CDA Executive Director �-N
Date: April 19, 2022
Re: Joint CDA -City Council meeting for 1992 URA
Chubbuck Development Authority
290 E. Linden Ave.
Chubbuck, ID 83202
208.239.3239
To aid in the discussion, attached is information pertaining to the CDA's projected cashflow through the
end of the life of the district as well as information pertaining to some possible projects.
J: Administration�Chubbuck DevelopmentAuthority�CDA SECRETA R Y� Meeting Packets X2022 X4.20.22 X4.20.22 CDA City Joint
Meeting Memo re cashflows and projects.docx
Date
Description
In/Out
Balance
Notes
4/18/22
Starting Balance
$ 3,015,818.61
$ 3,015,818.61
Per Treasurer, 4/18/22
5/17/2022
Abestos 2 houses
$ (14,000.00)
$ 3,001,818.61
HDR- Chubbuck/Philbin
$ (1,711.00)
$ 3,000,107.61
remaining budgeted
amount
HDR- New Day Phase 2
$ (1,104.00)
$ 2,999,003.61
remaining budgeted
amount
Legal- Racine
$ (1,500.00)
$ 2,997,503.61
IMC- New Day per bid
$ (200,000.00)
$ 2,797,503.61
Mickelsen- Chubbuck-Philbin
$ (200,000.00)
$ 2,597,503.61
Downtown properties
$ (15,000.00)
$ 2,582,503.61
Allstate
$ (18,286.00)
$ 2,564,217.61
6/21/2022
Legal- Racine
$ (1,500.00)
$ 2,562,717.61
IMC- New Day per bid
$ (300,000.00)
$ 2,262,717.61
Mickelsen- Chubbuck-Philbin
$ (300,000.00)
$ 1,962,717.61
Crockett Reimburse
$ (200,000.00)
$ 1,762,717.61
Assuming invoices
submitted
Administrative Fee
$ (80,000.00)
$ 1,682,717.61
city inspector, CDA
director, CDA property
demolish
CDA property disposal
$ (30,000.00)
$ 1,652,717.61
CDA will start property
disposal process; monies
could come in to CDA
account
7/19/2022
Legal- Racine
$ (1,500.00)
$ 1,651,217.61
IMC- New Day per bid
$ (400,000.00)
$ 1,251,217.61
Mickelsen- Chubbuck-Philbin
$ (400,000.00)
$ 851,217.61
Knudsen Canal
$ (176,875.40)
$ 674,342.21
assuming receipts turned
in
Remittance
$ 1,200,000.00
$ 1,874,342.21
8/16/2022
Legal- Racine
$ (1,500.00)
$ 1,872,842.21
IMC- New Day per bid
$ (400,000.00)
$ 1,472,842.21
Mickelsen- Chubbuck-Philbin
$ (400,000.00)
$ 1,072,842.21
Elam & Burke Closure
$ (2,500.00)
$ 1,070,342.21
9/20/2022
Legal- Racine
$ (1,500.00)
$ 1,068,842.21
IMC- New Day per bid
$ (363,730.03)
$ 705,112.18
Mickelsen- Chubbuck-Philbin
$ (580,921.20)
$ 124,190.98
10/18/2022
Legal- Racine
$ (1,500.00)
$ 122,690.98
Accounting
$ (500.00)
$ 122,190.98
Elam & Burke Closure
$ (3,500.00)
$ 118,690.98
11/15/2022
Legal- Racine
$ (1,500.00)
$ 117,190.98
Accounting
$ (500.00)
$ 116,690.98
12/20/2022
Legal- Racine
$ (1,500.00)
$ 115,190.98
Accounting
$ (500.00)
$ 114,690.98
Audit
$ (5,000.00)
$ 109,690.98
1/17/2023
Legal -Racine
$ (1,500.00)
$ 108,190.98
Accounting
$ (500.00)
$ 107,690.98
Remittance
$ 1,300,000.00
$ 1,407,690.98
Elam & Burke Closure
$ (4,000.00)
$ 1,403,690.98
2/21/2023
Legal- Racine
$ (1,500.00)
$ 1,402,190.98
Accounting
$ (500.00)
$ 1,401,690.98
3/21/2023
Legal- Racine
$ (1,500.00)
$ 1,400,190.98
Accounting
$ (500.00)
$ 1,399,690.98
Administrative Fee
$ (50,000.00)
$ 1,349,690.98
Could program RR Xing &
W Linden improvements
for completion starting
here
4/18/2023
Legal- Racine
$ (1,500.00)
$ 1,348,190.98
Accounting
$ (500.00)
$ 1,347,690.98
5/16/2023
Legal- Racine
$ (1,500.00)
$ 1,346,190.98
Accounting
$ (500.00)
$ 1,345,690.98
6/20/2023
Legal- Racine
$ (1,500.00)
$ 1,344,190.98
Accounting
$ (500.00)
$ 1,343,690.98
Remittance
$ 1,300,000.00
$ 2,643,690.98
Could program Village
parking lot here
7/18/2023
Legal- Racine
$ (1,500.00)
$ 2,642,190.98
Accounting
$ (500.00)
$ 2,641,690.98
Elam & Burke Closure
$ (4,000.00)
$ 2,637,690.98
8/15/2023
Legal- Racine
$ (1,500.00)
$ 2,636,190.98
Accounting
$ (500.00)
$ 2,635,690.98
Projects
Estimates
Notes
New day remaining (as of
^'$500,000
4/19/22)
$ 1,663,730.03
Chubbuck-Philbin (as of
???
Likely have major
donor to help
4/19/22)
$ 1,880,921.20
Likely Funding Needs:
Estimates Notes
RR Xing at New Day (FY23)
PWD waiting to hear
$1,000,000 more
Possible Projects:
Estimates
Notes
W Linden
^'$500,000
Common Parking Lot in
Chubbuck Village
$300,000
Skate Park/Pump Track
???
Likely have major
donor to help
Chubbuck Road Ped Xings
???
Park Lawn Ped Xing
???
Connect Linden to Afton Place
$300,000
Canal Trails?
$150,000/mi
Whitaker Road traffic calming
$400,000
Other Revenues: JEstimates I Notes
CDA property disposal Junknown I Fair Value Appraisal