BISTERFELDT, CLEGG, EBERLE, JORDAN, MAPP AND SHEALY

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Bartholomew Hunter
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1 RESOLUTION NO. BY THE COUNCIL: BISTERFELDT, CLEGG, EBERLE, JORDAN, MAPP AND SHEALY A RESOLUTION APPROVING A REIMBURSEMENT AGREEMENT BY, BETWEEN AND AMONG THE CAPITAL CITY DEVELOPMENT CORPORATION, THE CITY OF BOISE, THE GREATER BOISE AUDITORIUM DISTRICT AND BODO PARTNERS, LLC; PROVIDING FOR REIMBURSEMENT BY THE CITY TO CAPITAL CITY DEVELOPMENT CORPORATION OF A PORTION OF THE COST OF A CONSULTANT AGREEMENT WITH ZIMMER GUNSUL FRASCA PARTNESHIP TO CONDUCT A STUDY OF THE BOISE CULTURAL DISTRICT AND TO PROVIDE ANALYSIS AND RECOMMENDATIONS TO THE PARTIES FOR FURTHER DEVELOPMENT AND IMPLEMENTATION OF THE RIVER- MYRTLE-OLD BOISE PLAN; AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AND ATTEST SAID AGREEMENT ON BEHALF OF BOISE CITY; AND PROVIDING AN EFFECTIVE DATE. NOW THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF BOISE CITY, IDAHO: Section 1. That the Reimbursement Agreement by, between and among the Capital City Development Corporation, the City Of Boise, the Greater Boise Auditorium District and BoDo Partners, LLC, providing for the City to reimburse Capital City Development Corporation ( CCDC ) for a portion of the cost of the Consultant Agreement entered into between CCDC and Zimmer Gunsul Frasca Partnership to conduct a study of the Boise Cultural District and to provide analysis and recommendations for further implementation and development of the River-Myrtle-Old Boise Plan, a copy such Consultant Agreement being attached hereto as Exhibit "A" and incorporated herein by reference, be, and the same is hereby, approved as to both form and content. Section 2. That the Mayor and City Clerk be, and they hereby are, authorized to respectively execute and attest said Reimbursement Agreement and on behalf of the City of Boise City. R

2 Section 3. That this Resolution shall be in full force and effect immediately upon its adoption and approval. ADOPTED by the Council of the City of Boise, Idaho, this day of May, APPROVED by the Mayor of the City of Boise, Idaho, this day of May, ATTEST: APPROVED: Annette P. Mooney City Clerk David H. Bieter Mayor R

3 REIMBURSEMENT AGREEMENT THIS REIMBURSEMENT AGREEMENT is entered into as of the day of, 2005, by, between and among the Urban Renewal Agency of the City of Boise, also known as and doing business under the style of the Capital City Development Corporation, a public body, corporate and politic, of the State of Idaho (hereinafter the Agency ), the City of Boise, a public body, corporate and politic (hereinafter City ), the Greater Boise Auditorium District, a public body corporate and politic (hereinafter GBAD ), and BoDo Partners LLC, an Idaho limited liability company (hereinafter BoDo ) (collectively the Parties and any individual party as Party ). RECITALS WHEREAS, the Agency, an independent public body, corporate and politic, is an urban renewal agency created by and existing under the authority of and pursuant to the Idaho Urban Renewal Law of 1965, being Idaho Code title 50, chapter 20, and the Local Economic Development Act, being Idaho Code title 50, chapter 29, as amended and supplemented (collectively the Act ); WHEREAS, the City is a public entity, organized and operating pursuant to Title 50, Idaho Code, as amended and supplemented; WHEREAS, GBAD is a public body which owns, operates and manages an auditorium facility known as the Boise Centre on the Grove, pursuant to the authority granted by Title 67, Chapter 49, Idaho Code; WHEREAS, BoDo is an Idaho limited liability company which owns or controls certain real property more commonly known as the Eighth Street Marketplace; WHEREAS, the City, after notice duly published, conducted a public hearing on the River Street-Myrtle Street Urban Renewal Plan (the River Street Plan ); WHEREAS, following said public hearing, the City adopted its Ordinance No on December 6, 1994, approving the River Street Plan and making certain findings; WHEREAS, the City, after notice duly published, conducted a public hearing on the First Amended and Restated Urban Renewal Plan River Street-Myrtle Street Urban Renewal Project (annexation of the Old Boise Eastside Study Area and Several Minor Parcels) and Renamed River-Myrtle/Old Boise Urban Renewal Project (the River Myrtle-Old Boise Plan); WHEREAS, following said public hearing, the city adopted its Ordinance No on November 30, 2004, approving the River Myrtle-Old Boise Plan and making certain findings; REIMBURSEMENT AGREEMENT - 1 (CCDC/Cultural District/Reimbursement Agt.wpd)

4 WHEREAS, one of the objectives of the River Myrtle-Old Boise Plan involves the Boise Cultural District which is located, generally, along and between Capitol Boulevard and 15th Streets, Main Street and the Boise River (hereinafter the Study Area ); WHEREAS, the City of Boise, through its Arts Commission and other City departments, owns, supports or assists certain educational and cultural facilities, including, but not limited, to the City Library and the Log Cabin Literacy Center, has certain interests in the Study Area which needs should be protected, enhanced, or improved; WHEREAS, BoDo is developing an area referred to as the BoDo Marketplace which is within the Study Area and which investment should be protected, enhanced, or improved; WHEREAS, the Boise Cultural District area includes the Boise Centre on the Grove ( Boise Centre ), the convention facility under the jurisdiction of GBAD, and includes other certain parcels which may provide expansion opportunities for GBAD; WHEREAS, the Parties believe a study of the Study Area would meet their individual and collective needs; WHEREAS, Agency has previously entered into a Consultant Agreement, a copy of which is attached hereto as Exhibit A, with Zimmer Gunsul Frasca, to conduct a study, which study includes the analysis of current information, including existing investments and facilities, conduct certain initial interviews with potential donors, participants, stakeholders, and community leaders and present a summary of recommendations and report; WHEREAS, the City, Agency, GBAD and BoDo have determined that it is appropriate for all entities to cooperate in the completion of the Study and to consider the recommendations proposed by the Study; WHEREAS, under the Act and the River Myrtle-Old Boise Plan, the City, Agency, GBAD and BoDo may cooperate in a variety of ways to plan, undertake, and carry out an urban renewal project, including assisting in the planning process; WHEREAS, City, GBAD and BoDo desire Agency to commence the design, development, and scope of work related to the Study; WHEREAS, the City, GBAD, and BoDo wish to avail themselves of the expertise and resources of the Agency in furthering implementation of the River Myrtle-Old Boise Plan; WHEREAS, Agency, City, GBAD and BoDo deem it in their collective best interest to provide a schedule of activities related to the obligations contained herein. NOW, THEREFORE, in consideration of the obligations and covenants herein, the parties hereto agree as follows: REIMBURSEMENT AGREEMENT - 2 (CCDC/Cultural District/Reimbursement Agt.wpd)

5 AGREEMENTS 1. The effective date of this Agreement shall be the date when this Agreement has been signed by the City, Agency, GBAD and BoDo and shall continue until the Scope of Work as described in Exhibit A is completed, unless earlier terminated as a result of Termination of the Consultant Agreement attached hereto as Exhibit A. 2. Execution of this Agreement by the Parties is an expression of the Parties understanding of each other s role and responsibility in the completion of the Study, and reserving final discretion and approval by the Parties as to any and all proceedings and decisions in connection with implementation of the Study recommendations. This Agreement expresses the Parties understanding, commitment, and obligation concerning the issues addressed herein. The Parties covenant they shall follow all required procedures under the Act or any other applicable rule, law, or regulation. 3. GBAD, BoDo and City hereby designate and appoint the Agency as the representative for the purpose of aiding and assisting GBAD, BoDo and the City in the administration and management of the Consultant Agreement, attached hereto as Exhibit A. 4. In consideration for the designation of Agency as the development representative, Agency agrees to provide this service which shall include, but not be limited to, Agency staff time, Agency counsel time, and other support services at no cost to City, GBAD and BoDo except as set forth herein. City, GBAD and BoDo agree to reimburse Agency for the Consultant Services as described below. 5. The Agency, GBAD and BoDo agree to indemnify, defend and hold harmless the City, its officers, agents and employees, from and against all claims, losses, actions or judgments for damages or injury to persons or property to the extent arising from the negligent act or any negligent performances or activities of the Consultant or any sub-contractor in connection with the Professional Services Agreement entered on or about April 6, 2005, into between CCDC and Zimmer Gunsul Frasca Partnership. 6. The Parties agree the approved project budget for the Study is as set forth in the Consultant Agreement. Agency agrees to conduct the necessary administrative and management process to complete the Study. The Parties acknowledge and consent that the funds identified in this Agreement have been properly budgeted. The Parties agree to consider in good faith additional expenditures to replace the funding from any Party that is unable or fails to fund its proportionate share. 7. Method of reimbursement shall be as follows: REIMBURSEMENT AGREEMENT - 3 (CCDC/Cultural District/Reimbursement Agt.wpd)

6 GBAD, BoDo and the City acknowledge that Agency has budgeted $20,000 of its funds as its contribution to the costs of the Study. Agency shall also provide all necessary management and administration of the Consultant Agreement. Agency shall submit to GBAD, BoDo and the City copies of the invoices from the Consultant for the services provided. Upon submission of such invoice, GBAD, BoDo and the City shall have thirty (30) days to reimburse Agency its respective participation in the costs of the Study, provided, however, such participation shall not exceed the amounts as follows: City: GBAD: BoDo: $20,000, or 30.1% of the invoice submitted; $20,000, or 30.1% of the invoice submitted; and $5,000 or 7.7% of the invoice submitted. City, GBAD, and BoDo acknowledge and recognize that should either City, GBAD, or BoDo fail to reimburse Agency, Agency may exercise its rights under the Consultant Agreement to terminate the Consultant Agreement. 8. Nothing herein shall be deemed to restrict or prohibit any of the Parties from exercising their rights as property owners or lessees. 9. The Parties agree to reasonably consider extensions of this Agreement. IN WITNESS WHEREOF, the parties hereto have signed this Agreement the day and year below written to be effective the day and year above written. AGENCY:, 2005 CAPITAL CITY DEVELOPMENT CORPORATION By, Chairman By, Secretary REIMBURSEMENT AGREEMENT - 4 (CCDC/Cultural District/Reimbursement Agt.wpd)

7 CITY:, 2005 CITY OF BOISE By David H. Bieter Mayor ATTEST: By Annette Mooney Clerk, 2005 GBAD: GREATER BOISE AUDITORIUM DISTRICT By, 2005 BoDo: BoDo PARTNERS LLC By REIMBURSEMENT AGREEMENT - 5 (CCDC/Cultural District/Reimbursement Agt.wpd)