HomeMy WebLinkAboutURA RES 2017-24 RESOLUTION NO. 2017- 2}-f
URBAN RENEWAL AGENCY OF THE CITY OF CALDWELL, IDAHO
GRANT AGREEMENT AND WRITTEN COMMITMENT
THIS AGREEMENT and COMMITMENT is made as of the 8th day of May, 2017, 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 AMFEC, Inc., a Massachusetts corporation doing business in Idaho, whose address
is 4923 E. Linden St., Caldwell, Idaho 83607, 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, has completed construction of its facility in the Area
and thereby and hired new full-time equivalent employees in accordance with the Business
Incentive Grant application approved by URA on May 9, 2016;
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: On May 9, 2016, URA approved COMPANY's grant application,
which outlined a commitment to make certain capital improvements and, in association with
such improvements, create at least twenty (20) new full-time positions, as evidenced by the State
of Idaho Unemployment Insurance Wage Report dated March 31, 2017 (Exhibit A). 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, at least twenty (20)qualifying new
full-time equivalent 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
1, 2017, and continue until December 31, 2018, URA will reimburse COMPANY for
$10,000.00 of its Project eligible capital improvements. Total reimbursements under this
grant shall not exceed$200,000.00.
(b) For purposes of the subsection (a) above, the term "qualifying new full-
time position(s)" shall refer to each full-time equivalent position with the COMPANY as
represented on COMPANY's quarterly State of Idaho Unemployment Insurance Wage
Reports, which meets the qualifications set forth in subparagraph (d) below; COMPANY
acknowledges its responsibility to maintain a minimum of twenty (20) qualifying full-
time equivalent 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.
GRANT AGREEMENT AND WRITTEN COMMITMENT-PAGE 2
(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 equivalent
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 and supporting
detail 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 twenty (20) qualifying new
equivalent full-time positions for the entire "grant period", and that should COMPANY
fail to maintain said minimum number of qualifying new full-time equivalent 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 equivalent position, each
of the twenty (20) new full-time positions must meet a minimum rate of$25.00 per hour,
including COMPANY payments for health insurance and 401k employer contributions.
In order to meet these requirements, the total of wages reported on the State of Idaho
Unemployment Insurance Wage Report added to the actual quarterly cost for health
insurance and 401k employer match for each employee divided by 520 hours must be
greater than or equal to $25.00.
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
GUSTAVESON as Project Coordinator for the Project and grant compliance required by this
GRANT AGREEMENT AND WRITTEN COMMITMENT-PAGE 3
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.
6. REPORTS: Each quarter, COMPANY will submit State of Idaho
Unemployment Insurance Wage Reports and in a format acceptable to URA an itemized list of
qualifying employees showing the amounts of health insurance and 401k payments made on
behalf of the employee. Reports shall include company name, the grant period covered in the
request, the number of full-time employees and a Project Compliance Statement confirming the
grant funds are being used in compliance with the terms of the"Grant Agreement".
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.
8. 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.
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,
GRANT AGREEMENT AND WRITTEN COMMITMENT-PAGE 4
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.
9. 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.
10. 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 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.
e. 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.
GRANT AGREEMENT AND WRITTEN COMMITMENT-PAGE 5
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 party 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
AMFEC, Inc.
4923 E. Linden St.
Caldwell, Idaho 83607
IN WITNESS WHEREOF, the parties have set their hands and seals as of the date(s)
written below.
CALDWELL URBAN RENEWAL AGENCY
GRANT AGREEMENT AND WRITTEN COMMITMENT-PAGE 6
Signature: .r�l�r ' /// Date: 5Ia II ^1
By: Name: 'ob Hopper Title Chairman
ATTEST:
••,,........••,,•
00.',•.0E CITY pfr.•.,•
."). 10. tArkANtikeilk
'
Caldwell Urban Renew Agency i <42• 04 •�•i 1, z
Secretary � �
_�6a\ $ ' .'iia•'�
AMFEC, Inc., a Massachusetts corporation
Signature: _%A1,(04----
___ ,(,Q ---- Date: --c--/to • (is/
By: Name: Darrell Gustaveson Title: COO & CFO
GRANT AGREEMENT AND WRITTEN COMMITMENT-PAGE 7