Loading...
HomeMy WebLinkAboutVerified First, LLC. Community Match Agreement withCOMMUNITY MATCH AGREEMENT BETWEEN CITY OF MERIDIAN AND VERIFIED FIRST, LLC TIS COMMUNITY MATCH AGREEMENT ("Agreement") entered into this To day of SPj mbw_Vr- , 2019 by and between the City of Meridian ("City"), an Idaho municipal corporation organized under the laws of the State of Idaho, and Verified First LLC, an Idaho Limited Liability Company ("VF"), collectively, the "parties." WHEREAS, Verified First (VF) is a premier pre-employment background check and drug screening company; and, WHEREAS, VF currently operates a location at 1550 S. Tech Lane in Meridian with approximately 130 employees; and, WHEREAS, VF has the need to hire more software engineers, criminal records specialists, enterprise level customer service agents, and marketing professionals to serve its growing client base; and, WHEREAS, with the hiring of the additional staff, VF will double its footprint at its current Meridian worksite; and, WHEREAS, VF has been able to qualify for Idaho's Tax Reimbursement Incentive (TRI), a performance-based mechanism that promotes economic expansion, business retention, and job creation; and, WHEREAS, to be considered for participation in the TRI program, the applicant must seek a Community Match, which is defined as a commitment from the local government that demonstrates its active support of the applicant creating new jobs in the local community; and, WHEREAS, the Community Match may include a monetary contribution, fee waivers, in-kind services, the provision of infrastructure, or a combination thereof; and, WHEREAS, Meridian's Community Match is a show of support that the City has a partnership with the State of Idaho and VF, and is an effort to incentivize VF to utilize the Idaho TRI program and locate in Meridian. COMMUNITY MATCH AGREEMENT - Page 2 NOW, THEREFORE , in consideration of the foregoing, the City and VF do hereby agree as follows: 1. COMMUNITY MATCH CONTRIBUTION. Upon the satisfaction of the ongoing Condition listed below, City agrees to provide community match funds of $100,000 over a three-year period with an initial payment of $50,000, and payments of $25,000 each in the succeeding two years. a. The Condition must be satisfied in each of the three years. Failure to fulfill the Condition shall be considered an Event of Default under Section 5 of this Agreement and shall relieve City of its agreement to fund any unpaid community match unless cured. b. CONDITION FOR COMMUNITY MATCH CONTRIBUTIONS. The City and VF are entering into this portion of the Agreement to provide a community match in anticipation of the satisfaction of a certain condition, which, if not satisfied, will frustrate the purpose of providing the community match For purposes of this Agreement, the following shall constitute the “Condition”: VF shall receive approval from the Idaho Department of Commerce for the Idaho Tax Reimbursement Incentive (TRI) program. VF must continue to be eligible for the TRI tax credits in each of the three years that it receives community match funds from the City of Meridian. 2. PAYMENT OF FUNDS. The first payment of $50,000 shall be remitted to VF on the 30th day of September, 2019 or as soon as possible thereafter once City receives verification of approval from the Idaho Department of Commerce for VF’s TRI application. Each of the following annual payments of $25,000 shall be made on September 30th of the subject year, or as soon as possible thereafter once City receives verification of VF’s continued eligibility for the TRI tax credits. 3. PUBLIC RECORDS. All books, figures, records, reports, statements, or similar items submitted to the City by VF are public information and are available for public review, subject only to specific exemptions in Idaho Code relating to Public Records. Should VF provide to the City information that it believes to be a trade secret or other proprietary information as defined in Idaho Code, it may mark such information “confidential.” Prior to disclosing any information marked “confidential,” the City shall provide ten days written notice to VF prior to City making a determination whether the information is exempt from disclosure. 4. APPROVAL OF AGREEMENT, INVALIDITY, AND APPROPRIATION OF FUNDS. The City is a political subdivision of the State of Idaho and is subject to state laws governing its activities. In the event that any portion of the laws authorizing City’s local match of the Idaho Tax Reimbursement Incentive Act is found to be invalid Meridian City Council Meeting Agenda September 3, 2019 – Page 135 of 245 COMMUNITY MATCH AGREEMENT - Page 3 or unlawful, any portion of this Agreement which relies on the invalidated or unlawful portion of the TRI Act shall be null and void. Further, all funding set forth in this Agreement is subject to annual appropriation by the City Council pursuant to restrictions dictated by the Idaho Constitution. 5. DEFAULT . If VF or the City alleges that the other is default of such party’s obligations under this Agreement, the following provisions apply: (a) The party alleging such breach or default (the “ Alleging Party ”) shall provide written notice to the other (the “ Defaulting Party ”) identifying the specific nature of such alleged default (a ” Notice of Default ”), whereupon the Defaulting Party shall have thirty (30) days in which to fully cure the default (the “Cure Period ”). (b) A party’s failure to cure a default following a Notice of Default within the Cure Period shall be an “ Event of Default ” hereunder. (c) Upon an Event of Default, the Alleging Party shall have the right to terminate this Agreement as well as any and all rights and remedies to which the Alleging Party may be entitled in law or in equity. 6. AGREEMENT MADE IN IDAHO. The laws of the State of Idaho shall govern the validity, interpretation, performance and enforcement of this Agreement. Venue shall be in the courts in Ada County, Idaho. 7. NOTICES . Any and all notices required to be given by either of the parties hereto, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: To the City: Meridian City Clerk 33 E. Broadway Avenue Meridian, Idaho 83642 To VF: Jim Miles Vice President of Finance and Administration 1550 S. Tech Lane Meridian, Idaho 83642 Either party shall give notice to the other of any change in address for the purpose of this section by giving written notice of such change to the other in the manner herein provided. Meridian City Council Meeting Agenda September 3, 2019 – Page 136 of 245 IN NVI7'NESS WHEREOF. the parties have hereunto caused this Agreement to he executed. on the day and year Iirst above written. CITY OF MERIDIAN, AN IDAHO MUNICIPAL CORPORATION I )61 1Prm;i6e-4 ATTES'r: Go�QORpTED AUG�s ��y �r w LO C ci ZAHO SEAL VERIFIED FIRST, LLC' ( -V (/ill -- 21 4� Jim Wiles - Vic9/President oi' Finance and Administration COMMUNITY MATCH AGREEMENT - Page 4