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