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Home My WebLink AboutURA RES 2020-22DowSign Envelope ID: E50BE252-AEBB4248-A2E6-687BEE8A59C9 RESOLUTION NO. 2pzD _ ?_2 URBAN RENEWAL AGENCY OF THE CITY OF CALDWELL, IDAHO GRANT AGREEMENT AND WRITTEN COMMITMENT THIS AGREEMENT and COMMITMENT is made as of the 1 I`s day of May, 2020 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 Syringa Networks LLC, an Idaho company of 12301 W. Explorer Dr. Boise 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 GRANT AGREEMENT AND WRITTEN COMMITMENT—PAGE 1 DocuSign Envelope ID: E50BE252-AEBB-4248-A2E6-687BEE8A59C9 H. WHEREAS, URA has created the Business Incentive Grant; and 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 capital improvements resulting in the creation of new, full-time equivalent employment positions in accordance with the Business Incentive Grant application approved by URA on December 10`h 2018; 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 December 10`h 2018 URA approved COMPANY's grant application, which outlined a commitment to make certain capital improvements and, in association with such improvements, create at least fifteen (15) qualifying new full- time positions. 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. The number of qualifying new full-time positions created in connection with the aforementioned capital improvements is at least fifteen (15), as evidenced by the State of Idaho Unemployment Insurance Wage Report dated 09/30/2019 and attached hereto and marked as Exhibit "A". 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-timeosD ition remaining in existence for the duration of the two (2) year "grant period," which grant period shall commence October ls`, 2019 through September 30, 2021, URA will reimburse COMPANY $10,000.00 per position of its Project eligible capital improvements. Total reimbursements under this grant shall not exceed $150,000.00. GRANT AGREEMENT AND WRITTEN COMMITMENT— PAGE 2 DocuSign Envelope ID: E50BE252-AEBB-4248-A2E6-687BEE8A59C9 (b) For purposes of the subsection (a) above, the term "qualifying new full-time position(s)" shall refer to each full-time equivalentosp ition 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 fifteen "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. (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 and supporting detail representing the quarter in question. All payments are expressly contingent on submission of approved reports evidencing continued compliance with all terns and conditions of the grant. COMPANY acknowledges that each of said installment payments is contingent upon COMPANY maintaining at least fifteen (15) qualifying new 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" new full-time position, each of the qualifying new full-time positions must be a minimum hourly rate of $25.00 per hour, including COMPANY payments for health insurance and 401 k 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. "New" positions are considered positions that are new to the Caldwell area and in which the position reports to and is maintained from the Caldwell facility. 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. GRANT AGREEMENT AND WRITTEN COMMITMENT— PAGE 3 DocuSign Envelope ID: E50BE252-AEBB-4248-A2E6-687BEE8A59C9 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 fifteen (15) qualifying new full-time positions during the grant period. 5. PROJECT COORDINATOR: COMPANY hereby designates Natasha Tattersall 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. 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 CITY, 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: GRANT AGREEMENT AND WRITTEN COMMITMENT — PAGE 4 DocuSign Envelope ID: E50SE252-AEBB-4248-A2E6-687BEE8A59C9 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 bylaw, 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. 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. GRANT AGREEMENT AND WRITTEN COMMITMENT— PAGE 5 DocuSign Envelope ID: E50BE252-AEBB-4248-A2E6-687BEE8A59C9 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 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. GRANT AGREEMENT AND WRITTEN COMMITMENT— PAGE 6 DowSign Envelope ID: E50BE252-AEBB-4248-A2E6-687BEEBA59C9 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 Syringa Networks LLC 12301 W. Explorer Dr. Boise, ID 83713 IN WITNESS WHEREOF, the parties have set their hands and seals as of the date(s) written below. RENEWAL AGENCY Signature:, By: Name: ATTEST: Caldwell Urban RenewalAg n y Secretary Syringa Networks LLC Title Date: 5111 JaUZ-6 Jd,•�O� �,•Ei•••�4�F� 4i• VrCjf�.OQpR.A.TE.��, j: G �•� m SE PL t� y, ••,•• •,oda•,`,: uftm Ey: Signature: G(OM; 1"t, Date: 5/5/2020 By: Name-�—DSDe078e 24 reg Lowe Title: CEO GRANT AGREEMENT AND WRITTEN COMMITMENT- PAGE 7 QUARTERLY WAGE REPORT REFERENCE COPY SYRINGA NETWORKS LLC 47Y Batch Number Substitute for State Form If 12301 W. EXPLORER DR BOISE ID 83713 2019/3/00570 TAX026 Date Quarter Ended Page Number Name of State 09/30/2019 2 IDAHO * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Emp"efs state Identification Number Federal identification Number ** DO NOT FILE THIS FORM ** E"�I�.,R enataeaao�ecs►*************** 0002083779 82-0526084 EMPLOYEE'S SOCIAL SECURITY NAME OF EMPLOYEE TOTAL FILE NO. ACCOUNT NUMBER WAGES i j i , i ES , R AN' W I i i i DE TO ,JOS i , i i j MLW,aASO , i MGNP,QUI I i D WARSHIP,CORRIN 1221068 i 000194 PALTMIL 1 i i , i MPSON,*REK L I ' i i i i s i PIS G i i I TOTALS FORTHIS PAGE Number of ''.NUMBER OF EMPLOYEES Number AND WAGE TOTALS 42 852857.08 ************************* DO NOT FILE THIS FORM ************************* QUARTERLY WAGE REPORT REFERENCE COPY SYRINGA NETWORKS LLC 47Y Batch Number Substitute for State Form 12301 W. EXPLORER DR BOISE ID 83713 2019/3/00570 TAX026 Date Quarter Ended Page Number Name of State 09/30/2019 3 IDAHO * * * * * * * * * * * * * * * * * * * * * * * * * * * * * Employer's State Identification Number Federal Identification Number ** DO NOT FILE THIS FORM ** ErVlV%r**f*%ek 'G' *************** 0002083779 82-0526084 EMPLOYEE'S SOCIAL SECURITY NAME OF EMPLOYEE TOTAL FILE NO. ACCOUNT NUMBER WAGES v TATTERSALL,NATASHA 3282971 000108 MCCOY,CHASE R 1227756 000443 SMITH,COOPER F 1040842 000423 BARRETT,KYLE K 1042150 000445 ANDERSON,CHRISTOPHE 1483319 000410 TOTALS FOR THIS PAGE Number of NUMBER OF EMPLOYEES employees AND WAGE TOTALS 42 822945.00 ************************* DO NOT FILE THIS FORM ************************* QUARTERLY WAGE REPORT REFERENCE COPY SYRINGA NETWORKS LLC 47Y Batch Number Substitute for State Form 12301 W. EXPLORER DR BOISE ID 83713 2019/3/00570 TAX026 Date QuarterEnded Page Number Name State 09/30/2019 4 IDAHO * * * * * * # # # # # * * * * * * * * * * # # * * # * # * m&Fs state Identibcation NumberFederal Identificabon umber ** DO NOT FILE THIS FORM ** Err.aero✓**N~wrk&d*w%*************** 0002083779 82-0526084 EMPLOYEE'S SOCIAL SECURITY NAME OF EMPLOYEE TOTAL FILE NO. ACCOUNT NUMBER WAGES i STOR,SAUL S i KEY,AUBREY L I ILAZO,IQUE i i i i i A i i EWITT,MICHAEL L 1 i i I i i t I i i i I i i i i I i 1 i TOTALS FOR THIS PAGE Number of NUMBER OF EMPLOYEES employees 15 217814.53 AND WAGE TOTALS ***#********************* DO NOT FILE THIS FORM ************************* QUARTERLY WAGE REPORT * SUI CODE 94 TOTALS * REFERENCE COPY SYRINGA NETWORKS LLC 47y Batch Number Worksheet for 12301 W. EXPLORER DR BOISE ID 83713 2019/3/00570 TAX026 ate uartern e age um er Name o tate 09/30/2019 5 IDAHO ***************************** mpoye s state Identfication Number Federal Idenfification um er ** DO NOT FILE THIS FORM ** Enyplq g(**Np%ek*(kga fk *************** 0002083779 82-0526084 EMPLOYEE'S SOCIAL SECURITY NAME OF EMPLOYEE TOTAL FILE NO. ACCOUNT NUMBER WAGES STATE—TOTALS 189361661 * ADP IS RESPONSIBLE FOR FILING THIS REP RT. TOTAL WAGES THIS QUARTER 189361661 LESS EXCESS SUI TAXABLE WAGES 127056490 SUI TAXABLE WAGES 40,000 LIMIT 62305171 NUMBER OF E PLOYEES 99; TOTALS FOR THIS PAGE Number of NUMBER OF EMPLOYEES employees AND WAGE TOTALS ************************* DO NOT FILE THIS FORM *************************