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HomeMy WebLinkAbout8125RESOLUTION NO. 8125 A RESOLUTION APPROVING AN AGREEMENT BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND B.F. GOODRICH COMPANY RELATING TO A JOB CREATING CAPITAL IMPROVEMENT PROJECT AND AUTHORIZING THE EXPENDITURE OF $562,500 THEREFOR FROM THE 1992 -2001 SALES AND USE TAX CAPITAL IMPROVEMENT PROJECTS FUND WHEREAS, B.F. Goodrich Company has expressed a willingness to expand its business activities at the Pueblo Memorial Airport Industrial Park and has committed to employ 90 additional full time employees at its facilities at the Pueblo Memorial Airport Industrial Park, and WHEREAS, B.F. Goodrich Company through the Pueblo Economic Development Corporation has made application for funds from the 1992 -2001 Sales and Use Tax Capital Improvement Projects Fund, and WHEREAS, the City Council is willing to approve such application for funds upon the terms and conditions set forth herein; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 The City Council does hereby find and determine that B.F. Goodrich Company's application for funds meets and complies with the criteria and standards established by Ordinance No. 5742 and will create employment opportunities justifying the expenditure of public funds. SECTION 2 The Agreement dated May 12, 1997 between Pueblo, a municipal corporation and B.F. Goodrich Company, a copy of which is attached hereto and incorporated herein, having been approved as to form by the City Attorney, is hereby approved. The President of the City Council is authorized to execute and deliver the Agreement in the name of the City and the City Clerk is authorized and directed to affix the seal of the City thereto and attest same. SECTION 3 Funds in an amount not to exceed $562,500 are hereby authorized to be expended and made available to B.F. Goodrich Company out of the 1992 -2001 Sales and Use Tax Capital Improvement Projects Fund for the sole purpose of reimbursing it for the cost of the job creating capital improvement project as described in the attached Agreement. The funds hereby authorized to be expended shall be released and paid by the Director of Finance to B.F. Goodrich Company after receipt (i) by the City Clerk of the documents required to be filed pursuant to paragraph 2(a) and security interest documents required by paragraph 4(d) of the Agreement and (ii) by the Director of Finance of written requests for payment required by paragraph 2(b) of the Agreement. SECTION 4 This Resolution shall become effective upon final passage. ATTEST: City Cler INTRODUCED: May 12, 1997 By Al Gurule Councilperson APPROVED: Gl President olPilie C' y Council -2- AGREEMENT THIS AGREEMENT entered into as of May 12, 1997 between Pueblo, a municipal corporation (the "City ") and B.F. Goodrich Company, a New York corporation (the "Company "). WHEREAS, Company has expressed a willingness to expand its business at the Pueblo Memorial Airport Industrial Park, Pueblo County, Colorado (the "Industrial Park "), and in furtherance thereof has through the Pueblo Economic Development Corporation made application for funds with the City, and WHEREAS, Company's expansion includes the acquisition, restoration, and equipping the building and property previously owned by Kaiser Aerospace located adjacent to Company's property at the Industrial Park, and WHEREAS, the City has approved such application and will make funds available to Company subject to and upon the terms and conditions of this Agreement. 1. The following terms as used in this Agreement shall have the following meaning unless the context clearly indicates otherwise: "Current Employment" means one hundred seventy -nine (179) Full -Time Employees. "Equipment" means a 90 -inch dynamometer to be acquired by Company for installation and use at Company's Facilities. "Company's Facilities" means Company's buildings and facilities located at the Industrial Park including the Kaiser Aerospace building. "Full -Time Employee" means a person who performs work at Company's Facilities for not less than thirty -two (32) hours per week whether employed by Company or by an outside entity acting as an agency to provide Full -Time Employees for Company. The term "Full -Time Employee" does not include independent contractors nor employees of independent contractors except as described herein. "Quarterly Employees" means the sum of the number of Full -Time Employees employed at Company's Facilities by Company on each business day of a Quarter divided by the sum of the business days in such Quarter. "Quarter" means three consecutive calendar months. 2. City will make available to or for the benefit of Company funds in the amount of Five Hundred Sixty -Two Thousand Five Hundred Dollars ($562,500.00) (the "City Funds "). Company shall spend or cause to be spent City Funds for the cost of the Equipment, subject to and contingent upon: (a) Company filing in the office of the City Clerk copies of the following: (i) Company's certificate of authority to transact business in the State of Colorado and Certificate of Good Standing issued by the Colorado Secretary of State, and (ii) Certified copy of the resolution of the board of directors of Company approving this Agreement and authorizing its officers to execute and deliver this Agreement in the name of Company. The date of such filings is herein referred to as "Closing." (b) Company filing with the Director of Finance of City written request for payment certified by an officer of Company that the amounts included in the requests for payment have not been included in any prior request for payment and are for the actual cost of the Equipment including invoices or other evidence of Company's purchase of the Equipment. 3. Company acknowledges that the primary purpose of City in entering into this Agreement and the sole benefit to the City for making funds available to Company hereunder is the creation of jobs. Therefore, Company represents and commits that it will employ at the Company's Facilities ninety (90) Full -Time Employees in addition to Company's Current Employment during the Repayment Period (the "Employment Commitment "). 4. Notwithstanding anything contained herein to the contrary, if Company shall for any reason default in its Employment Commitment set forth in paragraph 3 hereof, Company shall repay to City a pro -rata share of the City Funds advanced by City under paragraph 2 hereof based upon the number of Full -Time Employees employed by Company at the Facility (the "Repayment Obligation "), as follows: (a) During the ten (10) year period starting on the earlier of (i) twenty -four (24) months after issuance of a certificate of occupancy for the Kaiser Aerospace building or (ii) September 1, 1998 and ending one hundred twenty (120) months thereafter (the "Repayment Period ") Company shall pay to City an amount each Quarter during the Repayment Period equal to the Quarterly Employees less than two hundred sixty -nine (269) multiplied by one hundred fifty -six and 25/100 Dollars ($156.25) (the "Company's Quarterly Payments "). (b) Company's Quarterly Payments, if any, shall be paid to the City without notice, demand, deduction or setoff on or before the fifteenth (15th) day of the month after the end of each Quarter during the Repayment Period and for one month thereafter at the office of the Director of Finance of City, 1 City Hall Place, Pueblo, Colorado, 81003. Timely Quarterly Payments shall not bear interest. All past due Company's Quarterly Payments shall bear interest at the rate of ten (10) percent per annum until paid. (c) Within fifteen (15) days after the end of each Quarter during the Repayment Period and for one calendar month thereafter, Company will submit to City's Director of Finance Company's statement showing the Quarterly Employees for the preceding Quarter and the basis upon which Quarterly Employees and Company's Quarterly Payment, if any, were computed certified by an officer of the Company to be true and correct. For purposes of verifying such employment, City -2- shall have access to Company's books and records including payroll records. City will, however, respect the right of employees as to confidentiality of personnel records. (d) All City Funds advanced to Company by City under this Agreement shall be and are hereby deemed to be a debt of Company payable to City until Company performs and discharges its obligations hereunder including its Repayment Obligation contained in this paragraph 4 and shall be secured by a prior perfected security interest in the Equipment and Company shall execute and deliver to City Company's security agreement and financing statement for such purpose in form and substance approved by the City Attorney before City will advance any funds under this Agreement. 5. (a) City Council of City may, in its sole discretion, extend Company's Repayment Obligation or relieve Company, in whole or in part, from Company's Repayment Obligation set forth in paragraph 4, if the City Council, after public hearing, finds and determines based upon competent evidence presented at such hearing that Company was prevented from complying with its Employment Commitment by reason of an act of God, or the elements, fire, explosion, strike, insurrection, riot, shortage or unavailability of materials, supplies or labor, interruption of transportation facilities, governmental laws, regulations or restrictions, unfavorable market conditions which forces Company to reduce its Full -Time Employees on an interim basis not to exceed six (6) months, or other causes beyond Company's reasonable control. The findings and decision of the City Council shall be final and binding upon Company and City. (b) Prior to instituting any proceedings to enforce Company's Repayment Obligation under paragraph 4, City shall notify Company in writing of its intention to institute such proceedings. If Company desires to seek relief pursuant to paragraph 5(a), Company, within twenty (20) days after receipt of City's notice, shall deliver to City its written request for relief specifying the grounds upon which such relief is sought. Within sixty (60) days after receipt of Company's request, City will schedule a hearing before the City Council and give written notice to Company of the time and place of such hearing. Failure of Company to timely deliver its written request for relief or to appear and submit evidence in support of its request at a scheduled hearing shall constitute a waiver of any right of company to any relief under this paragraph 5 or to a hearing before City Council. (c) No delay or failure by City to exercise its right to enforce Company's Repayment Obligation, and no partial or single exercise of that right, shall constitute a waiver of that right, unless the City Council otherwise expressly provides in its findings and decision made pursuant to paragraph 5(a). 6. If Closing does not occur on or before September 1, 1997, this Agreement shall terminate and City and Company shall be released and discharged from all obligations hereunder. 7. In the event of any litigation arising out of this Agreement, the court shall award to the prevailing party its costs and reasonable attorney fees. All such litigation shall be filed in the District Court, County of Pueblo, State of Colorado and each party submits to the jurisdiction of that -3- Court. To the extent permitted by law, each party waives its right to a jury trial. 8. This Agreement expresses the entire understanding of the parties and supersedes any and all prior dealings and commitments with respect to the subject matter of this Agreement and may not be amended except in writing signed by City and Company. 9. This Agreement shall be construed in accordance with and governed by the laws of the State of Colorado. 10. Any notices hereunder shall be sufficiently given if given personally or mailed by first class mail, postage prepaid, addressed: (a) if to City, City Manager, City of Pueblo, 1 City Hall Place, Pueblo, Colorado, 81003, or (b) if to the Company, 50 William White Boulevard, Pueblo, Colorado, 81001; or to such other address as either party shall specify in written notice given to the other party. 11. Time is of the essence hereof. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, provided Company may not assign this Agreement or any interest herein without the written approval of the City. Any assignment or attempted assignment of this Agreement by Company without the written approval of the City shall be null and void. 12. The persons signing this Agreement on behalf of Company represent and warrant that such parties and Company have the requisite power and authority to enter into, execute, and deliver this Agreement and that this Agreement is a valid and legally binding obligation of Company enforceable against Company in accordance with its terms. 13. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Executed at Pueblo, Colorado, the day and year first above written. [SEAL] PUEBLO, A MUNNI CIPAL CORPORATION Attest: By City Cle President o6he Ci Council [ S E A L ] B.F. GOODRICH COMPANY Attest: By�����" Officer: ' Officer: �, p Z {°' 1-e -44-e 16" 4z " J: \CITYIECONDE V\GOODRICMAGRMNT2. WPD -� DR ART 11NT Must collect DEZ (I NS OF REVENUE taxes for. 13 F VENUE N ST DENVER CO 906 SALES TAX LICENSE STATE COUNTY COLORADO PUEBLO USE ACCOUNT NUMBER for all references LIABILITY INFORMATION ISSUE DATE LICENSE VALID DECEMBER 31 09- 15266 -0000 02043 5088 C 050188 JAN 28 98 1999 THIS LICENSE MUST BE POSTED AT THE FOLLOWING LOCATION: 50 WILLIAM WHITE BLV PUEBLO CO B F GOODRICH CO B F GOODRICH CO 50 WILLIAM WHITE BLV PUEBLO CO 81001 -4856 A DETACH HERE A IMPORTANT NOTICE from the Colorado Department of Revenue THIS LICENSE IS NOT TRANSFERABLE lew'p t � y 4 � Executive Dire or Department of Revenue Please VERIFY that all information on your new sales tax license is correct. If your mailing address is incorrect-or if you discontinue making sales from this location, notify the Department of Revenue by calling (303) 232 -2416 or by writing to: Registration Control Colorado Department of Revenue 1375 Sherman Street, Room 86 Denver CO 80261 -0013 Preprinted reporting forms with your Colorado Account Number and other information will be mailed within six weeks to the address shown on your license. You may experience costly delays if materials are returned by the Postal Service to the Department of Revenue because they could not be delivered. Tax reporting and payment of fees and taxes due are your responsibility, whether or not you receive your returns before the filing deadline. In order to avoid late penalties and interest, when you mail your return with your remittance, the envelope must be POSTMARKED on or before the due date. Multiple Event License holders must file only for those months during which they attended an event. This license is to be used only for purchasing items tax free for resale. If no tax is remitted on this account for twelve consecutive months, the account will be closed, except for wholesale accounts. If you have any other questions, please contact the Taxpayer Service Division, (303) 232 -2416. NEW BUSINESS ASSISTANCE SERVICE CENTER 1625 Broadway, Suite 805 Denver CO 80202 COLORADO SPRINGS REGIONAL SERVICE CENTER 3650 Austin Bluffs Parkway, Suite 188 Colorado Springs CO 80918 GRAND JUNCTION SERVICE CENTER 222 S. Sixth Street, Room 208 Grand Junction CO 81501 PUEBLO SERVICE CENTER 310 E. Abriendo Avenue, Suite A4 Pueblo CO 81004 FORT COLLINS REGIONAL SERVICE CENTER 300 E. Foothills Parkway Fort Collins CO 80525 ACCORDING TO THE RECORDS OF THIS OFFICE THE B. F. GOODRICH COMPANY (NEW YORK CORPORATION) FILE ## 19871040552 WAS FILED IN THIS OFFICE ON July 30, 1934 AND HAS COMPLIED WITH THE APPLICABLE PROVISIONS OF THE LAWS OF THE STATE OF COLORADO AND ON THIS DATE IS IN GOOD STANDING AND AUTHORIZED AND COMPETENT TO TRANSACT BUSINESS OR TO CONDUCT ITS AFFAIRS WITHIN THIS STATE. COLORADO HEREBY CERTIFY THAT Tl�i -o.7. llr f -Tor 00 1007