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HomeMy WebLinkAboutURA RES 2014-02RESOLUTION NO. 2014-2 Urban Renewal Agency of the City of Caldwell, Idaho Grant Agreement and Written Commitment THIS AGREEMENT and COMMITMENT is made as of the 2nd day of September, 2014, by and between The Urban Renewal Agency of the City of Caldwell, Idaho, sometimes referred to as the Caldwell East Urban Renewal Agency, hereinafter referred to as "URA," and Motion Industries, an entity authorized to do business in the State of Idaho, hereinafter referred to as "COMPANY." A. WHEREAS, The Urban Renewal Agency of the City of Caldwell, Idaho ("Agency") is an urban renewal agency of the State of Idaho duly established pursuant to the Idaho Urban Renewal Law of 1965, Idaho Code § 50-2001, et seq.; and B. WHEREAS, Pursuant to Idaho Code § 50-2008, Agency has prepared a Plan ("Plan") for the renewal of the Caldwell East Urban Renewal Area ("Area"); and C. WHEREAS, The Caldwell City Council adopted and approved the Plan in accordance with Idaho law by enactment of Ordinance No. 2260 on December 21, 1998 and has similarly adopted by ordinance in accordance with Idaho law every amendment thereto; and D. WHEREAS, The Plan, as has from time to time been amended, is advanced by the use of revenue allocation funding for private infrastructure improvements, the improvement of deteriorated buildings and sites, and the removal of conditions that result in economic underdevelopment in downtown Caldwell, Idaho; and E. WHEREAS, The Plan, as has from time to time been amended, is advanced by enhancing the downtown Caldwell area to make it more attractive for private development and investment and bring customers for existing businesses to the downtown area; and F. WHEREAS, The creation of new full-time equivalent employment opportunities in the Area and the increased tax revenues resulting from business development, expansion or relocation within the Area is beneficial to the local economy and furthers the objectives and goals of the Plan; and G. WHEREAS, URA has determined that offering financial incentives for capital improvements based upon demonstrable job creation in the Area encourages either existing businesses to expand or new businesses to enter the Area and thereby furthers the objectives and goals of the Plan; and H. WHEREAS, URA has created the Business Incentive Grant; and Grant Agreement and Written Commitment, Page 1 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, will locate, relocate or expand its existing business in the Area and thereby create certain new full-time equivalent employment opportunities in accordance with the Proposal when URA provides to COMPANY a Business Incentive Grant. 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: URA by this Agreement approves a grant award to COMPANY in an amount up to, but not exceeding, $140,000.00 for eligible project costs defined in Idaho Statutes Title 50-2904(14). The grant period shall commence October 1, 2014 and continue until September 30, 2016. Grant payments shall be payable within 45 days following the end of the quarter, in payments of up to $17,500.00 All payments shall be expressly contingent on submission of approved reports evidencing continued compliance with all terms and conditions of the grant. Such compliance is a condition precedent to any payments. Payments shall be sent to: Motion Industries, 4317 Challenger Way, Caldwell, ID 83607 2. THE PROPOSAL: COMPANY has submitted an application for the grant awarded by this Agreement which outlines an intention to make certain capital improvements and, in association with such improvements, create certain full-time equivalent jobs. COMPANY's expressed intention is hereinafter referred to as the "Project." The Project terms includes the approved business plan, financial statement, budget, Project descriptions, Letter of Commitment, and all supporting documentation submitted by or on behalf of COMPANY in application for this grant. Any changes in the Project will require the prior written approval of URA. 3. GRANT CONDITIONS: a. 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. b. 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 Grant Agreement and Written Commitment, Page 2 unreasonably withheld or delayed. COMPANY shall not be responsible for any expenses associated with such visits. C. Repayment of Unused or Improperly Used Funds. 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 become apparent to COMPANY that such funds exist or within 30 days after notification by URA. d. Project Coordinator. COMPANY hereby designates'-cL�)d JZA-m6c—lf 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. e. Reports. COMPANY will submit quarterly 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. f. 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. g. Warranties and Representations. In order to induce URA to make the grant described in this Agreement, COMPANY represents and warrants to URA that: i. This grant Agreement is the legal and binding obligation of COMPANY, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, or other applicable laws. ii. The Project and the use of funds will comply with the objectives set forth in documents expressing the Project terms, as well as all applicable laws, rules and regulations to which the COMPANY is subject. Grant Agreement and Written Commitment, Page 3 iii. There is no fact known to COMPANY or its agents or employees which would materially affect URA's decision to provide funding under this grant Agreement which has not been disclosed to URA. iv. COMPANY shall maintain insurance with responsible and reputable companies in such amounts and covering such risks as is prudent and is usually carried by entities engaged in operations similar to that of COMPANY. COMPANY shall furnish URA with evidence of compliance upon URA's request. To the extent permitted by law, COMPANY hereby agrees to indemnify, defend and hold harmless URA from and against any and all losses, expenses, costs, obligations, liabilities and damages, including interest, penalties and reasonable attorney's fees and expenses, that URA may incur as a result of any negligent or willful acts or omissions of COMPANY or any of its agents or employees. h. URA Compliance. The parties agree and acknowledge that the foregoing conditions comply with URA's obligations under applicable law to make reasonable efforts and establish adequate procedures to see that the funds are spent solely for the purpose for which they were provided and to obtain full and complete records on how grant funds have been expended. Changes in applicable law, regulations or rules, may require URA to request more detailed reports or employ additional measures to monitor the administration of this grant. COMPANY agrees to comply with any such changes upon reasonable notice. 4. MISCELLANEOUS: a. No Implied Waiver. No failure to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver against URA, nor shall any single or partial exercise of a right preclude any other or further exercise thereof or the exercise of any other associated or alternate right. b. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Idaho. 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 Grant Agreement and Written Commitment, Page 4 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 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. f. 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 regarding the Project without obtaining URA's comments and prior written approval thereof. 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 party 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. j. 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 patty to the other, shall be deemed to have been fully given when (1) personally delivered, (2) sent by certified United States mail, return receipt requested, or (3) sent by Federal Express or other equivalent overnight letter delivery to the following address or such other addresses as may be provided by the parties in writing: Urban Renewal Agency of the City of Caldwell 411 Blaine Street Caldwell, Idaho 83605 Motion Industries 4317 Challenger Way Caldwell, ID 83607 Grant Agreement and Written Commitment, Page 5 IN WITNESS WHEREOF, the parties have set their hands and seals as of the date(s) written below. CALDWELL URBAN RENEWAL AGENCY &—mSignature: Date: Z i By: Name: v Title ATTEST: Caldwell Urban Renewal Secretary MOTION INDUSTRIES Signature: Date: By: Name: Ru�on Title Grant Agreement and Written Commitment, Page 6