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HomeMy WebLinkAboutResolution 2013-0019CITY OF WHEAT RIDGE, COLORADO RESOLUTION NO. 19 Series of 2013 TITLE: RESOLUTION NO. 19-2013 -A RESOLUTION AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH SENIORS' RESOURCE CENTER TO PARTICIPATE IN THE WHEAT RIDGE BUSINESS DEVELOPMENT ZONE PROGRAM FOR A REBATE OF 100% OF THE ELIGIBLE CITY FEES, CHARGES AND TAXES IN ASSOCIATION WITH THE SITE IMPROVEMENTS TO 3227 CHASE STREET WHEREAS, the City has adopted as a portion of the Wheat Ridge Code of Laws ("Code'') Chapter 22, Article I, Division 5, "Business Development Zone" (the "Program"), to encourage, in part, continued development and expansion of opportunities for employment in the private sector in the City; and WHEREAS, Seniors' Resource Center (SRC) has applied to participate in the Program and a public hearing was posted and conducted; and WHEREAS, Owner is the owner and operator of real property and improvements thereon within the City and known as the "Seniors' Resource Center," which provides services to area senior citizens including, but not limited to adult day and respite care, transportation services and job training; and WHEREAS, pursuant to Code Sec. 22-86 (b), the City Council has designated the real property owned by the Seniors' Resource Center as a "Wheat Ridge Business Development Zone"; and WHEREAS, Owner plans to make significant improvements to the 93-year old Seniors' Resource Center facility, and following said improvements, it anticipates the ability to offer more efficient services to area senior citizens; and WHEREAS, while such increased services will not directly impact City revenue, the indirect benefits of having additional visitors to the area, providing valuable outlets and training for area senior citizens and providing additional employment opportunities for those working for the Seniors' Resource Center (both during construction and as employees of the Center) are anticipated to be beneficial to the City; and WHEREAS, the Program allows the City to provide for the sharing of certain categories of fees, taxes and other business development-related charges for new development within the business development district ("Eligible City Fees, Charges and Taxes" as defined in Code Sec. 22-87 (2)) to the extent allowed by an agreement with a business owner; and WHEREAS, cost-sharing at the rate prescribed herein will serve to aid the expansion of the Seniors' Resource Center in that it will alleviate a portion of the costs associated with the expansion. NOW, THEREFORE. in consideration of the foregoing, and the covenants, promises, and agreements of each of the Parties hereto, to be kept and performed by each of them, the Parties agree as follows: To execute an Agreement Pursuant to the Business Development Zone Program wherein an amount of 1 00% of fees and use-tax generated will be rebated to the Seniors' Resource Center. ATTEST: AGREEMENT TO PARTICIPATE IN THE CITY OF WHEAT RIDGE B USINESS DEVELOPMENT ZONE PROGRAM This Agreement to Participate in the City of Wheat Ridge Business Development Zone Program (this "Agreement") is made and entered into as of the 24th day of June, 2013. by and between SENlORS' RESOURCE CENTER. 3227 Chase Street, Denver, Colorado 80212, hereinafter referred to as the "Owner'' and the CITY OF WHEAT RIDGE, COLORADO, 7500 W. 29th Avenue, Wheat Ridge, Colorado 80033 hereinafter referred to as the "City," collectively the "Parties," and each individually, as a "Party." WHEREAS, the City bas adopted as a portion of the Wheat Ridge Code of Laws ("Code") Chapter 22, Article I, Division 5, "Business Development Zone" (the "Program"), to encourage, in part, continued development and expansion of opportunities for employment in the private sector in the City; and WHEREAS, Owner has applied to participate in the Program; and WHEREAS, Owner is the owner and operator of real property and improvements thereon within the City and known as the "Seniors' Resource Center," which center provides services to area senior citizens including, but not limited to adult day and respite care, transportation services and job training; and WHEREAS. pursuant to Code Sec. 22-86 (b), the City Council has designated the real property owned by the Seniors' Resource Center as a "Wheat Ridge Business Development Zone"; and WHEREAS. Owner plans to make significant improvements to the 93-year-old Seniors' Resource Center facility, and following said improvements, it anticipates the ability to offer more efficient services to area senior citizens; and WHEREAS, while such increased services will not directly impact City revenue, the indirect benefits of having additional visitors to the area, providing valuable outlets and training for area senior citizens and providing for additional employment opportunities for those working for the Seniors' Resource Center (both during construction and as employees of the Center) are anticipated to be beneficial to the City; and WHEREAS, lhe Program allows the City to provide for the sharing of certain categories of fees, taxes and other business development-related charges for new development within the business development district ("Eligible City Fees, Charges and Taxes" as defined in Code Sec. 22-87 (2)) to the extent allowed by an agreement with a business owner; and WHEREAS, cost-sharing at the rate prescribed herein wi ll serve to aid the expansion of the Seniors' Resource Center in that it will alleviate a portion of the costs associated with the expansion. NOW, THEREFORE, in consideration of the foregoing, and the covenants, promises, and agreements of each of the Parties hereto, to be kept and preformed by each of them, the Parties agree as follows: l. Recitals The Recitals set forth above are incorporated in this Agreement by reference 2. Term The tenn of this Agreement shall commence on June 24, 2013 and shall terminate December 31, 2013 (the "Term"). Notwithstanding the foregoing, it is an express provision of this Agreement that this Agreement shall expire and be of no further force and effect upon the occurrence of the earlier to occur of: ( 1) expiration of the Term or (2) payment of the maximum amount to be shared as set forth in Paragraph 7 (whether or not the Term has expired), or (3) determination by the City of Owner's default, as provided in Paragraphs 13 or 15. 3. The Project The project proposed by the Owner through which it desires to participate in the Program consists of the following, generally: The construction/renovation process wilJ include installation of new flooring and carpet, a partial replacement of plumbing as needed, the reconfiguration of rooms to better serve staffing and client needs and replacement of the aging HV AC system with a new, energy efficient model. The foregoing shall be collectively referred to herein as the "Project," and is more fully desc1ibed below at Paragraphs 4 and 8. 4. Representations of Owner Pursuant to Code Sec. 22-94, Owner hereby represents to the City the following: a. Improvements justifying Project approval. 1. Revitalization of older facility. Once the Project is completed, the 93 year ol d structure will have improved operational efficiencies. Further, Owner will be able to expand the services it offers to the community. 11. Estimated cost. The cost for the entire Project including the improvements described above is estimated to be $957,991. b. Expected incremental future tax revenue. Owner operates a non-profit organization. Any incremental future sales and use tax revenue wiLl be indirectly, not directly generated by this Project. Benefits to the community which may generate future sales and use tax indirectly have been identified by the Owner as follows: 1. Short-term positive in1pact during construction. Prior to the completion of the Project, the construction period is projected to last SIX (6) months. During that time, the general contractor and sub-contractors will employee an estimated 25 to 30 employees. The estimated construction payroll for completion of the Project is $574,790. ii. Long-term positive impact by addition of staff. With increased facilities and ability to increase services, Owner will employ more permanent staff. lt is anticipated that at the completion of the Project, four to six (4-6) full-time 2 employees will be hired, representing an additional payroll increase of S I 29,787 annually. 111. An indirect benefit wlll be continued shopping by the seniors and their friends and family in the area, likely contributing to the City's tax base. 1v. A detailed list of anticipated benefits is found and attached hereto as Exhibit A and fully incorporated by this reference as additional representation of Owner, upon which the City relies. 5. Personal agreement; non-transferable; no third party beneficiaries The cost-sharing of Eligible City Fees, Charges and Taxes as approved herein shall constitute a personal agreement between the City and Owner. The terms of this Agreement do not run with the lru1d. The obligations, benefits and/or provisions of this Agreement may not be assigned in whole or in any part without the express authorization of the City Council. No third party shall be entitled to rely upon or enforce any provision hereof. 6. Agreement not to constitute debt or obligation of the City Nothing herein shall be construed to constitute a debt or obligation of the City. Notwithstanding any other provision of this Agreement to the contrary, the Parties understand and acknowledge that the City is subject to Article X, § 20 of the Colorado Constitution ("TABOR"). This Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the City are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the City's current fiscal period ending upon the next succeeding December 31. Financial obligations of the City payable after the current fiscal year are contingent upon funds for that purpose being appropriated. budgeted, and otherwise made available in accordance with ordinances and resolutions of the City and other applicable law. 7. Cost-sharing a. Estimated Eligible City Fees. Charges and Taxes. The following are estimates of the Eligible City Fees, Charges and Taxes which are the subject of the cost-sharing herein. t. Use tax: SEVENTEEEN THOUSAND DOLLARS ($17,000); u. Building permit and plan review fees: FIVE THOUSAND AND SEVENTY DOLLARS ($5,070); u. Total estimated Eligible City Fees, Charges and Taxes: TWENTY TWO THOUSAND AND SEVENTY DOLLARS ($22,070). b. Expected Incremental Future Sales and Use Tax Revenue. The Expected Incremental Future Sales and Use Tax Revenue, as such term is defined in Code Sec. 22-87 (2), is$ 0.00. 3 c. Cost-sharing. Pursuant to Code Sec. 22-88, cost-sharing of the Eligible City Fees, Charges and Taxes may be granted up to the Expected Incremental Future Sales and Use Tax Revenue. However, it is anticipated that U1e Incremental Sales and Use Tax Revenue received from the Project is currently projected to be $0.00. Notwithstanding the foregoing, and in reliance upon the representation of Owner of the benefits to the City of the Project, the City and Owner agree to the cost-sharing for the Eligible City Fees, Charges and Taxes as follows: I 00% of the Eligible City Fees, Charges and Taxes shall be due and paid to the City by Owner. Upon receipt thereof, the City shall refund 100% of such Eligible City Fees. Charges and Taxes back to the Owner in 1 full payment Tenn described in Paragraph 2 herein. In no event shall the City be obligated to refund more than 100% of eligible City Fees, Charges and Taxes received by it. 8. Legal challenge In the event of legal challenge to the Pro&rrrun as applied to Owner. any costs scheduled to be shared-back to Owner shall be escrowed until resolution of the dispute. 9. Waiver of Code requirements To the extent any requirements of Code Sees. 22-85 through 22-96 have been waived, such '""'aiver has occurred pursuant to Code Sec. 22-93 (c) whereby the City Council has found by a ~ majority vote that such waiver is in the public's interest and will provide a substantial benefit to the City. 10. No joint venture Pursuant to Code Sec. 22-95. nothing herein shall be construed to create a joint venture between the City and Owner. Nonvithstanding any provision hereof, the City shall never be a joint venture in any private entity or activity which participates in the Program, and ilie City shall never be liable or responsible for any debt or obligation of any participrult, including the Owner. in the Program. J 1. Use of funds Pursuant to Code Sec. 22-89, Owner expressly acknowledges and agrees that any Eligible City Fees, Chru·ges and Taxes refunded to U1e Owner under this Agreement, up to the amount agreed upon by the City Council pursuant to this Agreement may only be used for the purpose of the Project. as described in Paragraph 12, on Owner's Property within the underlying business development zone. 12. Uses enumerated Pursuant to Code Sec. 22-90, the uses to which the Eligible City Fees, Charges and Taxes may be put by the Owner shall be strictly limjted to U1ose which are approved by the City Council and which relate directly to the Project within the City. which Project is anticipated to 4 indirectly generate more municipal sales and use tax revenues for the City in the future. Uses hereby expressly approved by City Council are as fo llows: • Installation of new flooring and carpet • A partial replacement of plumbing as needed; • The reconfiguration of rooms to better serve staffing and client needs; and • Replacement of the aging HV AC system with a new, energy efficient model. This remodel to the existing headquarters will do four things: • Increase the energy efficiency; • Create more efficient work space for several departments including transportation, in home care, care management, and community marketing department: • Increase the space for new volunteer positions to help provide new services; and • Improve the capacity to serve and allow 25% increased services by the year 20 J 8. 13. No Covenant to construct or to operate The intent of this Agreement is to provide for Owner's participation in the Program, in the event that Owner completes the Project. Notwithstanding any provision in this Agreement to the contrary, Owner shall have no obligation under this Agreement to complete the Project. In the event Owner fails to complete the Project. this Agreement may be terminated at the option of the City. J 4. Remedi es The Owner waives any constitutional claims against the City arising out of a breach of this Agreement. The Owner's remedies against the City under this Agreement are limited to breach of contract claims. In no event shall the City be liable for any form of damages, including without limitation: exemplary, punitive or consequential damages, including economic damages and lost profits. 15. Termination In the event Owner fails to comply with one or more of the terms of this Agreement. City may, in its sole discretion, terminate thls Agreement. 1 6. Indemnification To the fuJJest extent permitted by law, Owner agrees to indemnify and hold the City hannless from any damage, liability or cost (including reasonable attorneys' fees and cost of defense) to the extent caused by th e Owner's negligent acts, errors or omissions in the performance of this Agreement and those of its sub-contractors, sub-consultants or anyone for whom the Owner is legally liable. To the extent pennitted by the Colorado Constitution and statutes, the City agrees to indemnify and hold the Owner harmless from any damage, liability or cost (including reasonable attorneys' fees and costs of defense) to the extent caused by the City's negligent acts, errors or omissions arising from this Agreement. These defense and indemnification obligations shall survive the expiration or tem1ination of this Agreement. The Parties acknowledge that the provisions of this Paragraph are not intended to waive or alter any 5 of the rights and defenses afforded to the City under the common law, the Colorado Governmental lmmunity Act, C.R.S. §§ 24-10-101, el. seq. or any other law. 17. Severability If any part, tenn or provision of this Agreement or the Program is held by a court of competent jurisdiction to be illegal or in conflict with any law of the State of Colorado, the validity of the remaining portions or provisions shall not be atfe.cted, the rights and obligations of U1e Pru1ies shall be construed and enforced as if tbe Agreement did not contain the particular part, tenn or provision held to be invalid, and the Parties shall cooperate to cure any legal defects ill the Agreement or the Program. Should the sharing of Eligible City Fees, Charges and Taxes pursuant to this Agreement be judicially adjudged illegal, invalid or unenforceable under the present or future laws effective during the Tem1 of this Agreement by a court of competent jurisdiction in a fmal, non-appealable judgment. the Parties shall utilize their best, good faith efforts to restructure this Abrreement or enter into a new agreement consistent with the purposes of this Abrreement. Should the Parties be unsuccessful in their efforts. the Agreement shall tem1inate without penalty or recourse to either Party. 18. Governing law; venue TI1e laws of the State of Colorado shall govern the validity, perfom1ance and enforcement of this Agreement. Should either Party institute legal suit or action for enforcement of any obligation contained herein, it is agreed that venue of such suit or action shall be proper and exclusive in the district court for Jefferson County, Colorado. 19. Notices All notices required or pern1itted under this Agreement shall be in writing and shall be hand delivered or sent by certified mail. return receipt requested. postage prepaid. to be addressed to the Parties set forth below. All notices so given shall be considered effective upon the earlier of the actual receipt or seventy-two (72) hours after deposit in the United States Mail with the proper address. Either Party by notice so given may change the address to which future notices shall be sent: Notice to the City: Copy to: Notice to the Owner: City Manager City of Wheat Ridge 7500 W. 291h Ave. Wheat Ridge, CO 80033 City Attorney City of Wheat Ridge 7500 W. 291h Ave. Wheat Ridge, CO 80033 John Zabawa Seniors' Resource Center 3227 Chase Street Denver, CO 80212 6 17. Entire agreement-amendments This Agreement embodies the whole agreement of the Parties. There are no promises, terms, conditions, or obligations other than those contained herein, and this Agreement shaH supersede all previous communications, representations or agreements, either verbal or written, between the Parties hereto. This Agreement may be amended only by written agreement between the Owner and the City acting pursuant to City Council authorization. 18. Effective date This Agreement shall be effective and binding upon the Parties upon the date first set forth above. IN WITNESS WHEREOF, Owner and City have each caused thjs .Agree)Jlent to be executed by their authorized representatives. ' ()/ ' State of Colorado County of Jefferson ) ) ) Q OWNER ''l 'JA3,.. SENIORS' RESOURCE c N't G Bi ~ tU7.vl~ c..:i&~~v Name: Kathleen Stapleton / Title: Chair of the Board of Directors ss. The foregoing Agreement was acknowledged before me this Zto ~ay of 3"" ~ , 201 ~ by Kathleen Stapleton as Chair of the Board of Directors for Seniors' Resource Center. WITNESS MY HAND AND OFF!Cr l SEAL. My Commission expires: <!>~\ o-s-z.o, ':\ '''''"'''''''''''''''"' ~Y~B~~ ,,.., ~~ L. M~{ 11,-. . .s:-~ ............ 0~-~ ~v .• •. :.... . ...., ~ '·' · .... ~~ ... ~ .· ·. ,., , g c.,/ ~OTARJ.-\""' ~ -. . -~ eft \ Puauc /0 g ~ :;.-4 \ / ~ ~ ..,~··.... . .... Ss ~ ~ ~ ········· ~' ~ ~ .... z OF C0\.0 ,,,~ """ It; \\\ z· '''1111111111\\\\•_ .If~ '•'on Expires 0~- 7 CITY OF WHEAT RIDGE ATIEST: , &ua /mm. , D, otriy Name: JaneiteShaVJr I Title: City Clerk ?Jjd~ Gerald E. Dahl, City Attorney 8