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Home My WebLink AboutURA RES 2016-10 RES01 JLIJTI0NA0# 2016- 10 'URBAN RENEWAL AGEN'CN" OF TIIE CI I TYOF CALDWELL, IDAHO G-RAN,-r AGRI AND WR.n,rI NCOMMITMENT '11-11S AGREEMENT` and (_'0MMIT'M t-14"iN"I"" is rnade as ofthe l4th day, of Marcli, 2016, by arid between "I'he LTRBAN IZ_,l_,4,NEWAI_,, AGENCY OF TIIE CITY OF' CALDWEIA, 11'")AM, sometimes ret"erred,to as, the Caldwell East Urban Renewal Agency, hereiti(at'tler referred to as 'J.JR,A," and JOHNSON TTIERMAL S'ySJ`EMS, , fNC., an Idaho corporation of 1711 Slipstream 'Way,, Caldwelt, Idaho 83605, herelinca-fter refierred to as "(,""0MI,'IAN'Y." A. WHEREAS, ,,1-1 he Urba,,n R.erie,VVafl Ag f ency o tile City of" Caldwell, fdaho ("Agency") is ati urban reriewal aagency, of'the State of ldc,,,t s t to the I — d Idaho Urban, Renewa,l Law of 1,965, .1daho Code § 50-20101 et seq. Z1,11 B. WHEREAS, Pumiant 'to Idaho (--'ode § 50-2008, Agency has prepared a "plati") for the rcnewa] of the Caldwell East LJIb(,mIZenewaI Area("Area,"); and � I ' ty ("ouncil adopted and approved the Plan m WIIERFAS fhe Caldwell (21 accordancewith Idaho lawby enactment of'Ordiliai,,ice No. 2,2,60 on Deceniber 21, 1,998 and has similarly adopted by ordinancein accordcan,ce with, Idaho law every amerid.nient thereto, and, I iced by D. WHEREAS I'h.e Plan', as has I' m time to tinie been amended, is advat the use of re'venue allocallon ftinding I.br Pr,iv'('ite infrastructure in-iprovements, t,he improvenient 0 ,of deteriorated but1ditigs and sites, and, the renioval of conditions that result in, econonuc un-derdevelopnientin,down.town Caldwell, Idaho; arid 'he Plan, as has, frotn. tirric to time been ame ded "s advanced, by Es W HE RE A S, I n i efflicancing 'the downtown Caldwell carea to rnake it more attract Ive for private development and invest'In-ent and bring customerst'or existing businesses to the downtown area; and i F. WIIEREAS, "I'lie crucitIon of"new full-time equivalent employment opportunities in the Area and the increased tax revenues reSLIlting ftoni bL:ismess developmetit, e xpansioll 01" u i r "ie o,�j, relocation, within the Area, i's beneficial -to tlle local ec( nomy and f rt], e s tl b'ectives and goals of the 11,an- and 'U'R.A has deteri-nined that o-171'ering financtal incentives for capi.tal ("10 WIIEREAS, iniprovemelits based upon denionstrable job creation in, the Area encourages either extsbrig businesses to expcand or riew bUsinesses to enter die, Area and, 'thereby, l"urtliers the ob 0 ect*ve"I's 1111d I , goals of the Plam arid t 1110 WHEREASL-TA has,created the Business Lticent"ve Grant- and C'RAN,"r A(laIEF.Alf,"N"I"ANDWRIJ-11"A CONIMFUNIENFPACT, I I. WHEREAS, COMPANY has been determined to be eligible to receive a Business Incentive Grant from the URA; and J. WHEREAS, URA finds and declares that it is consistent with and furthers the objectives and goals of the Plan to award a Business Incentive Program Grant to COMPANY pursuant to the terms of the Proposal and this Agreement; and K. WHEREAS, COMPANY, has expanded its existing business in the Area and thereby created certain new full-time equivalent employment opportunities in addition to the previous base of twelve (12) full-time equivalent positions in accordance with the Proposal when URA agreed to provide to COMPANY a Business Incentive Grant; and L. WHEREAS, URA previously approved Resolution 2015-13, on December 14, 2015, dealing with this subject matter; URA now wishes to revoke and replace said previously approved Grant Agreement and Written Commitment with this updated version, containing slightly different terms and a new start date for the grant period. NOW, THEREFORE, In consideration of the Business Incentive Grant to COMPANY described in this Agreement, COMPANY binds and obligates itself to the following terms, provisions and conditions: 1. GRANT: In February 2013, URA approved COMPANY's grant application, which outlined a commitment to make certain capital improvements and, in association with such improvements, create an estimated fifteen (15) new full-time positions while retaining twelve (12) full-time positions already existing as of September 30, 2012, as evidenced by the State of Idaho Unemployment Insurance Wage Report submitted with the application (which approved commitment, together with this grant, is sometimes hereinafter referred to as the "Project"). URA acknowledges that the proposed capital improvements have been completed and that, based on the information available to it as of the date of this resolution, up to fourteen (14) qualifying new full-time positions have been created in association with the aforementioned capital improvements. URA, by this Agreement, approves a grant award to COMPANY for partial reimbursement of eligible Project costs, as defined in Idaho Code § 50-2903(14), which partial reimbursements shall be paid as follows: (a) For each qualifying new full-time position remaining in existence for the duration of the two (2) year "grant period," which grant period shall commence January 11) 2016, and continue until December 31, 2017, URA will reimburse COMPANY for $10,000.00 of its Project eligible capital improvements. Total reimbursements under this grant shall not exceed $140,000.00. (b) For purposes of the subsection (a) above, the term "qualifying new full- time position(s)" shall refer to each full-time position with the COMPANY in excess of twelve(12) full time positions, as represented on COMPANY's quarterly State of Idaho GRANT AGREEMENT AND WRITTEN COMMITMENT-PAGE 2 Unemployment Insurance Wage Reports, which meets the qualifications set forth in subparagraph (d) below; COMPANY acknowledges its responsibility to maintain a minimum of twenty-six (26) qualifying full-time positions (i.e., fourteen "qualifying new full-time positions") during the entire "grant period" in order to receive the maximum reimbursements available hereunder, and that if COMPANY fails to maintain that minimum, future payments may be reduced and/or reimbursements by COMPANY may be required, pursuant to subsection (c), below. Provided, however, should a person occupying a qualifying full-time position be deployed by an Armed Force of the United States military, and should such deployment directly result in one or more quarters in which said otherwise qualifying position fails to meet the minimum requirements for qualification hereunder, said absence resulting therefrom shall not disqualify that position from being considered as having existed during the entire or remainder of the "grant period"; nevertheless, reimbursements associated with any such position by URA to COMPANY shall only be made for those quarters in which the employee occupying that position received the minimum quarterly wage requirements set forth in subsection (d), below. (c) The reimbursements contemplated in subsection (a) above shall be paid in installments of $1,250.00 per quarter, for each qualifying new full-time position that remains in existence for the entire two (2)year"grant period."Quarterly payments of that amount will be made within 45 days following receipt by the URA of COMPANY's State of Idaho Unemployment Insurance Wage Report representing the quarter in question. All payments are expressly contingent on submission of approved reports evidencing continued compliance with all terms and conditions of the grant. COMPANY acknowledges that each of said installment payments is contingent upon COMPANY maintaining at least fourteen (14) qualifying new full-time positions for the entire "grant period" (i.e., twenty-six (26) total qualifying full-time positions for the entire `grant period"), and that should COMPANY fail to maintain said minimum number of qualifying new full-time positions, it shall reimburse URA for any overpayments resulting therefrom in accordance with the terms of Section 4, below; COMPANY expressly authorizes URA to discontinue, reduce, offset or suspend future installment payments otherwise due to COMPANY, in order to recover such overpayments. (d) In order to be considered a "qualifying" full-time position, each of the twelve (12) retained full-time positions and each of the fourteen (14) new full-time positions must pay a minimum hourly rate of$12.77 and provide a minimum employee benefit of $1.73 per hour, in order to meet the minimum average hourly wage requirement of $14.50 per hour, or pay an average quarterly wage of $6,640.40, as reported on the quarterly State of Idaho Unemployment Insurance Wage Report. GRANT AGREEMENT AND WRITTEN COMMITMENT-PAGE 3 2. USE OF FUNDS: COMPANY will only use grant funds for reimbursement of expenses incurred in furtherance of the Project and in accordance with the Project terms. 3. COMPLIANCE INSPECTIONS: Observation and inspection visits by URA or the City of Caldwell ("CITY") will be scheduled with the prior approval of COMPANY, which shall not be unreasonably withheld or delayed. COMPANY shall not be responsible for any expenses associated with such visits. 4. REPAYMENT OBLIGATION: COMPANY will repay any portion of the grant funds not used for the purposes of the Project or in compliance with the Project terms when it becomes apparent to COMPANY that such funds exist or within 30 days after notification by URA. As noted in Section (1)(c) above, URA reserves the right to discontinue, reduce, or suspend reimbursements and/or adjust future reimbursement payments if fails to maintain the required minimum of twenty(20)total qualifying full time positions during the grant period. 5. PROJECT COORDINATOR: COMPANY hereby designates DARREL "GUS" GUSTAVESON as Project Coordinator for the Project and grant compliance required by this Agreement and the Project terms. The Project Coordinator shall direct the Project and control the manner of its performance. In the event the Project Coordinator is no longer employed by COMPANY, or becomes unable or unwilling to complete the Project for any reason, COMPANY shall,within ten(10) days, notify URA in writing of such event and propose a substitute Project Coordinator. URA shall have the option of (i) accepting the substitute Project Coordinator; or(ii)terminating the grant. 5. REPORTS: Each quarter, COMPANY will submit State of Idaho Unemployment Insurance Wage Reports, on forms provided by URA. Reports shall include, at least, Grantee Information, Project Location and Description, Grant Information, Project Compliance Statement, Reimbursement Request, and Grantee's Certification, and any objectives and milestones consistent with the Project. 7. ACCOUNTS AND RECORDKEEPING: COMPANY shall maintain books and records regarding the Project and the grant funds and make them available for inspection by URA and/or CEDC upon request, subject to any limitations imposed by applicable law. COMPANY shall maintain copies of any records and reports under the grant for a period of at least five(5)years after the grant period ends. S. WARRANTIES AND REPRESENTATIONS In order to induce URA to make the grant described in this Agreement, COMPANY represents and warrants to URA that: GRANT AGREEMENT AND WRITTEN COMMITMENT-PAGE 4 S 39va-IN3wIIKK0J N1311ISM QNb INM33-doV iNVHf) .oqupl jo olvIS agl jo sm-ol aqj Xq pau10n02 pine gJIM aouup.t000u ui ponalsuoo oq jjugs wotuaoi2v sigl, :A*,VZ 9NINM2tAO9 •q •Iqi?jj oletuallu.Io palujoossu JQgjo Xuu jo osjotaxa aq,10 joa oLp ostojoxo jaqljnj jo jaglo Xuu apnloa.td lg2ji u jo osjoxna lurpud.io oftis ,Kuu ttVgs ,you `V-U fl ISUMOu JOATUM u su a uxado thus juatuaaar2V sjgl japun jgjj �uu `Oujsjonxa uj 1(ujap ou puu `asio.zaxo of ainjjuj oX :HrJAIVAk Q:IlrlI ItI ON •� :SIIO3NV IrI5[3SIw •0I •oojlou olquuosuzu uodn saouugo goes Xue gjIm,�ldwoo ol.saajgu AtqV'JWoD •Juu.io sjgj jo uoiju.Tjsiuitupu aq, jolluotu of soinsuatu luuojljppu Xolduza xo sliodoi poljuiap ajoLU sonboi o winba.i Xvw `sa na .io suopuln'Bai `mul olguollddu ui so0uugD -papuadxa � � X17. t uaa Q aAuq spun] luuji? AA-oq uo spioa.i opjdwoo puu jjnj uivlgo 01 pun pap!Ao td ajam Xotp goigm .ioj asodtnd aqj .ioj dojos luods om spun] aqj jugj ;)as of soinp000id alunbopu gsjjqujsa puu sjjo a a uuosuaj a to of mvl alq�ojlddu spun suojju2ijgo s,�fl gjim xIdLuoo suoll!puo� p �� tq � fuio2ojoj oqj jugj oSpajmouqou puu aa.tfu sajpud ogjL :rj3N'VjgdjNO3 VIII •5 -saaXojdLua.io sluo2u ST!jo Wu.10 ANVdWOD JO suolss'.LUo .to slou tnjll!m .to juaS112au Xuu jo jInsai u su .moul XuLu VXIl jugj `sasuadxa puu saaj s,Xautouu a uuosua.� puu say uuad `1sa.talul fut n oui `sa vump puu sajjijjqujj `suop�e5ijgo `sisoo `sasuadxa iQ p .�I .p t `sassol IIu pup /,uu Isulufu puu Luojj VXIl ssoltuuug plod puu puajap �jjuwopui of soaafu Xgazaq ,&NVdWoa `mut Xq po:41uuad juawD aqp oZ -isonbat s=ue fl uodn oouujjdutoo jo aouapjna gJIM VwfI gsiuRIJ ttugs Amvd oD 'ANVdWOD Jo TuT 01 septuis suojluiado ui pafufua sajliTua oweo unsn s uu jua tud st se s�jsu goes �ui.Ianoo puu slunotuu Bons ui samudLUoo gp . 11 p p ajqujndaj puu ajgjsuodsa t tjllm oouujnsuj ujuiuIrw 11-egs kNVdWOD *AT •V-Hf1 of posoloslp uaaq jou sutl gojgAn. juaLuoa BV juvB sigI japun Oujpunj 3PIA td of uojsjoop s,�j1 Pajiv Xtlupaluut pjnonn go!gm saa,Kojdtua .to swaf u sil 10 Atq Vd 03 01 UMOUI IOUJ ou s i aJ3gI •iii •130fgns sj ANVdWOD OT gotgnn o f suoijuingai pun solTu`smut atquoilddu jju su ttam su `stu of joa Co.td aqj Oujssajdxo sluatunoop ui gJ10j 13s saAjIoa Cqo agj gjIm Xjduwoo jjjnn spun]jo asn age puu 103 Co.zd NI -smut olquojlddu J0gj0 .Io `,Kouanlosuj `fojdnrVmq Xq pollLujl sr idaoxa `stu of sii qi!m aouupj000u uj ajquao.xojua ,ANVdWoo jo uoiju&lgo 2uipujq puu p2al oq. sj ivaLUaatOV luuB slq L •i C. SEVERABILITY: In the event that any provision or any part of a provision of this Agreement shall be finally determined to be superseded, invalid, illegal or otherwise unenforceable pursuant to applicable laws by an authority having Jurisdiction, such determination shall not impair or otherwise affect the validity, legality, or enforceability of the remaining provisions or parts of provisions hereof, which shall remain in full force and effect as if the unenforceable provision or pat were deleted. d. ENTIRE AGREEMENT: This Agreement, together with the documents referred to herein, constitutes the entire agreement between the parties hereto. No oral representations or other agreements have been made by the parties except as stated herein. This Agreement may not be changed in any way except as herein provided, and no term or provision hereof may be waived except in writing signed by a duly authorized officer or agent. C. VERIFICATION AND WARRANTY: COMPANY acknowledges and represents to URA that the Proposal, and all statements therein, were true, accurate and P complete, and remain true, accurate, and complete. Company acknowledges that URA has relied on such statements in deciding to award a grant by the Agreement. L PARAGRAPH HEADINGS AND TITLES: The title of any paragraph of this Agreement is for convenience only and shall not be deemed to limit, restrict or alter the content, meaning or effect thereof. g PUBLICITY: No press releases or publicity will be issued or conducted g re ardin the Project without obtaining URA's comments and prior written approval thereof. g h. NON-DISCRIMINATION: COMPANY warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex,age,national origin, ancestry,marital status, or sexual orientation. i. ATTORNEYS FEES: If any legal action or other proceedings is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing y revailin art or parties, shall be entitled to recover reasonable attorney's fees, court costs, and all expenses including taxes) even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceedings, in addition to any other relief to which such party or parties may be entitled. i. NOTICES: All notices, demands, or other writings required to be given or made or sent in this Agreement, or which may be given or made or sent by either party to the other, shall be deemed to have been fully given when (1) personally delivered, (2) sent by GRANT AGREEMENT AND WRITTEN COMMITMENT-PAGE 6 e I fi I i retttrn rece'ipt reqUeSted or (3) sent by Federal- Express or other ert led 1.,Jn'ted States ma'l, eqUiVc"flent overnight,, letter deliver, to the fiollowing address o�r sucli other addresses as May 'be provided by, the pareas in writing: UJi-bari Reiiewa,l Agency ol"'flie City, o-f(,',"a1dwe11 411 Blaine Street Caldwell, Idaho 83605 JO.HNSON J] SYSS"T"'EMS, Inc. 1711 Slipstream Way Caldwell-, Ida1io 83605 1N WI,TNESS WHEREOF, the pa,rti,c-,,.,s,, fia,ve set flieff baild's of ,.e date(s) written below. CALDWELL URBAN RENEWAL AGENCY .......... Signature: as Date By.- Nanie- Title ATT'J'Ad"S'llm OF Tjj .............. 1000 0,1LPAP', Caldwell I-Jrban,Renewal gency Sec yet ar ya y OP 0 All ,ol'Ol-,.IN�S'ON'Tl-1,.ER.MA.1-4 SYSTEMS,,, IN'C. .................. .................. ............ Title.: Na m e: By. Jf Cv, ........ G"RAN'r ACRf"'ENII'JN'I'ANI)'WRIT'-FE�N("OMNUTMENT—PA(11,�d 7 r JF lip ti