Loading...
HomeMy WebLinkAboutRed Cedar CV - bisIIGrant Agreement - 8/5/2019New bisIIGRANT AGREEMENT IN SUPPORT OF RED CEDAR CV �h THIS GRANT AGREEMENT ("Agreement") is entered into as of this day of , 2019, by and between the City of Waterloo, Iowa, ("City") a municipality established purs nt to the Code of the State of Iowa and Red Cedar CV, an Iowa nonprofit corporation (hereinafter "Red Cedar"). WHEREAS, Red Cedar is an Iowa nonprofit corporation doing business in the City and organized for the purpose of assistant new businesses develop in the City, which contributes to economic development and job creation in the City as a whole; and WHEREAS, the City is willing to support Red Cedar through grant funding (the "Grant") in return for Red Cedar's creation of jobs and provision of resources and programming to businesses and entrepreneurs starting businesses in the City, in order to improve the pace of innovation and new business creation in the City; and WHEREAS, Red Cedar shall continue to operate its business in the City therein during the term of this Agreement and expend Grant funds for business development activities benefitting, at least in part, the City; and WHEREAS, Red Cedar and the City have reached agreement on the terms and conditions under which the project will be undertaken and the Grant provided, and now desire to reduce their agreement to writing. NOW, THEREFORE, BE IT MUTUALLY COVENANTED AND AGREED TO AS FOLLOWS: 1. Red Cedar Representations and Warranties. Red Cedar makes the following representations and warranties: a. Red Cedar is a non-profit corporation, duly organized and validly existing under Iowa Law. Red Cedar shall provide proof of tax-exempt status under the Internal Revenue Service Revenue Code prior to receiving Grant funding hereunder. b. Red Cedar shall continue to operate its business in the City therein during the term of this Agreement. c. Red Cedar shall operate its business and expend all Grant funds received from the City under this Agreement in compliance with all federal, state, and local laws, regulations, and ordinances, and shall not discriminate against any applicant, employee or funding recipient because of age, color, creed, national origin, race, religion, marital status, sex, physical disability, or familial status. d. Red Cedar shall expend the Grant funds pursuant to the description of the Use of City Funds set forth in Exhibit D, which exhibit may be amended by written agreement of the parties. 2. Description of Project. In consideration for the Grants provided to Red Cedar pursuant to this Agreement, Red Cedar shall during the term of this Agreement undertake projects in accordance with the Red Cedar Plan of Work as described in Exhibit A, which furthers economic development within the City. For the purposes of this Agreement, projects that further economic development shall be those projects including but not limited to: a. Strengthening the economic well-being of the City by increasing taxable values and job opportunities; b. Enhancing the efficiency of operation and economic interrelationships of business in the City; c. Integrating new development both functionally and aesthetically with existing development; and d. Preserve and create an environment which will protect the health, safety, and general welfare of the City. 3. Conditions Precedent to Grant Payments. a. Prior to and as a condition precedent to the City making the first annual Grant payment, Red Cedar shall provide the following documentation of its affairs to the City and the City shall find the documentation satisfactory, in the City's sole discretion: i. Proof of business entity status, including a copy of by-laws and articles of incorporation if applicable; ii. Complete information on the source and amount of funding received from all other sources, including but not limited to non-governmental agencies, membership dues and fees, and private contributions; iii. Names and addresses of directors and/or officers; iv. Line item budget for current fiscal year; and v. List of any additional pending applications for funding to include funding source and dollar amount requested. b. Prior to and as a condition precedent to the City making the second and third Grant payments, Red Cedar shall annually provide, by June 15 preceding the respective Grant payment: i. Red Cedar's line item budget for the following year, including the line item supported by Grant funds, and ii. Proof or certification that each of the Initial Founding Members listed in Exhibit B has provided funding in substantial (as determined by the City in its sole discretion) compliance with the amounts listed in Exhibit B; and iii. Proof or certification that Red Cedar continues to operate in the City. c. Prior to and as a condition precedent to the City making the second and third Grant payments, Red Cedar shall have provided, by June 15 of the year preceding the respective Grant payment, an annual Report to the City detailing the following: i. Detailed accounting report of City -Grant funds expended since the date of this Agreement up until the date of the annual report. ii. List of all projects supported by the Grant funding received pursuant to this Agreement and identification of how each listed project was in accordance with the Red Cedar Plan of Work described in Exhibit A. iii. Specific occurrences of local, state, national and international recognition for Waterloo/Cedar Valley entrepreneur and innovation resources attributable to Red Cedar activities. iv. Details, as can be provided, of new strategic relationships developed with other businesses, entrepreneurs, and innovation 2 institutions and resources that can be used to support Waterloo entrepreneurs and businesses. v. Number of entrepreneurs and businesses utilizing Red Cedar resources and programming, including details as can be provided, on the following but not limited to: type of company, industry served, growth potential, investment attracted, revenue growth, employment growth, wages paid, and business address. vi. Status update of the overall business climate for new business start-ups and new product development in the CedarValley. vii. Details of Waterloo -specific institutions and businesses supported directly or in partnership as part of Red Cedar's work. 4. City Grant, For and in consideration of the obligations of Red Cedar as set forth herein, the City agrees to make a Grant of up to Ninety -Nine Thousand Dollars ($99,000) to Red Cedar made in three annual payments of Thirty -Three Thousand Dollars ($33,000). Each annual payment is subject to annual appropriation by the City Council and is conditioned upon Red Cedar's compliance with all applicable conditions precedent, as described in Section 3. Provided that Red Cedar has met all applicable conditions precedent and the City Council has appropriated for the Grant payment by each July 1, the annual payments shall be made on or before each July 15, as shown below: First Grant Payment: July 15, 2019 $33,000 Second Grant Payment: July 15, 2020 $33,000 Third Grant Payment: July 15, 2021 $33,000 5. Time limitation of funding_ . The parties hereby acknowledge that the City is not committed or obligated to provide funds beyond the terms and conditions of this Agreement, and that any future project or program requires a separate request and is subject to City Council approval and execution of a separate written agreement. This Agreement does not prohibit Red Cedar from requesting additional financial support from the City for other activities associated with the Project in the City or in Cedar Valley. 6. City Seat on Red Cedar Governance Committee. The City shall have at least one reserved spot on the Red Cedar Governance Committee, an advisory committee with oversight responsibility for the Red Cedar budget and program of work. The Mayor shall designate the Liaison(s) to serve on this Governance Committee. The Red Cedar Board of Directors, shall be charged with planning for the appropriate expenditure of the Grant in accordance with this Agreement. 7. Indemnification and Liability. Except for any willful misrepresentation or any willful or wanton misconduct or any unlawful act of the Indemnified Parties, Red Cedar agrees to protect and defend the City and the governing body members, officers, agents, servants, and employees thereof (hereinafter the "Indemnified Parties"), now or forever, and further agrees to hold the Indemnified Parties harmless, from any claim, demand, suit, action or other proceedings whatsoever by any person or entity whatsoever arising or purportedly arising from any violation of this Agreement (except with respect to any suit, action, demand or other proceeding brought by the Red Cedar against the City to enforce its rights under this Agreement) or from the performance of Red Cedar employees, officers, directors, agents or volunteers, under this Agreement. 3 The City, a municipal corporation under Iowa law, is self-insured subject to Chapter 670, Code of Iowa (Tort Liability of Governmental Subdivisions), which is the exclusive remedy for processing tort claims against the City. Nothing contained in this Agreement shall vary or modify in any manner any governmental immunity which any party to this agreement, or its officers, directors, employees, agents or volunteers, may enjoy under any statute or rule of law, except to the extent provided in Section 670.7, Code of Iowa (2017), with respect to the procurement of insurance, and then only to the extent stated in the insurance policy and only as to those exceptions contained in Section 670.4, Code of Iowa (2017). 8. Events of Default. If Red Cedar shall fail to substantially observe or perform any covenant, condition, or obligation under this Agreement, including but not limited to the obligation to disburse the entirety of the Grant funds under the conditions of this Agreement, or if there is the loss or departure of key personnel that would jeopardize both the quality and time of performance or would make performance impractical with respect to the budget contemplated for this Agreement and a mutually acceptable replacement cannot be found, a breach of this Agreement shall have occurred. If Red Cedar fails to perform any of its obligations under this Agreement, and fails to cure said breach within thirty (30) days after written notice from the City, the City may take any one or more of the following actions; a. Terminate this Agreement; b. Suspend its performance under this Agreement; or c. Take any legal or equitable action deemed appropriate to enforce Red Cedar's obligations under this Agreement 9. Conflict of Interest. Red Cedar will make commercially reasonable efforts to ensure that no officer or employee of the City, or its designees or agents, nor any consultant or member of the governing body of the City, and no other public official of the City who exercises or has exercised any functions or responsibilities with respect to this Agreement during his or her tenure, or who is in a position to participate in a decision-making process or gain insider information with regard to any potential Projects, has had or shall have any interest, direct or indirect, in any contract or subcontract, or the proceeds thereof, for work or services to be performed in connection with any Project that receives Grant funds. 10. Iowa Law Controlling, This Agreement shall be governed and construed under the laws of the State of Iowa. 11. Entire Agreement and Scope. This Agreement shall constitute the entire agreement between the City and Red Cedar and supersedes all other written and oral agreements, discussions, and negotiations. Furthermore, the scope of this Agreement shall constitute the entire relationship between the City and Red Cedar and nothing herein shall be construed as the formation of a partnership entity between the City and Red Cedar. 12. Amendments. This Agreement may not be amended or assigned by either party without the express written permission of the other party. 13. Severability` In the event any term or provision of this Agreement is held to be unenforceable by a court of competent jurisdiction, the remainder shall continue in full force and effect, to the extent the remainder can be given effect without the invalid provision. 14. Successors and Assigns. This Agreement is intended to and shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. 4 15. No Third -Party E3eneficiaries. No rights or privileges of either party hereto shall inure to the benefit of any third party, including those persons and entities served by Red Cedar, subcontractors of Red Cedar, and other Initial Founding Members, and no such third party shall be deemed to be a third -party beneficiary of any of the provisions contained in this Agreement. 16. Termination Date. This Agreement shall terminate and be of no further force or effect on and after June 30, 2021, unless terminated earlier under the provisions of this Agreement. IN WITNESS WHEREOF, the City has caused this Agreement to be duly executed in its name and behalf by its Mayor and its seal to be hereunto duly affixed and attested by its City Clerk, and Red Cedar caused this Agreement to be duly executed on or as of the day of , 2019. RED CEDAR CV CITY OF WATERLOO, IOWA By: r. Title: J"5cfj� (ivQireekOr 5 By:z-C-O Quentin Hart, Mayor Attest: EXHIBIT A Red Cedar Plan of Work The Red Cedar Plan of Work, which shall direct the scope of projects undertaken pursuant to this Agreement, includes: a. Create a supportive environment for entrepreneurship and innovation i. Develop a coordinated emphasis toward entrepreneurship and innovation in the Cedar Valley, designed to better leverage the innovation resources available through partner organizations including butnotlimitedtotheCityofCedar Falls, Cedar Falls Utilities, the City of Waterloo, Techworks Campus, Grow Cedar Valley, the University of Northern Iowa, and Wartburg College. ii. Support the City of Waterloo to improve the City's resources and incentives available that support entrepreneurship and early-stage companies in Waterloo. Continue to build relationships and work in coordination with other physical and programmatic entrepreneurial/innovation initiatives in and beyond the Cedar Valley. iv. More strongly connect entrepreneurs and early-stage companies with existing businesses and institutions around the Cedar Valley. v. Research and identify barriers to early-stage business growth in the Cedar Valley, working with regional partners to address issues as they are identified. b. Raise the profile of Waterloo and the Cedar Valley for entrepreneurship and innovation i. Create a new website and toolset used to co -promote and raise awareness of the entrepreneurial and innovation resources available in the Cedar Valley ii. Further connect Waterloo and the Cedar Valley to state and national entrepreneurship/innovation related activities (i.e. the Technology Association of Iowa and the Kauffman Foundation), and provide direct connections for local entrepreneurs and early-stage companies to these extended resources. ill. Create and promote internal success stories that build awareness and attraction to available Waterloo entrepreneurial resources, key partners, and the region as a whole. iv. Improve the outreach capabilities of the Cedar Valley region's educational institutions as they seek to improve our community entrepreneurship and innovation capacity. c. Create new resources needed to support and increase entrepreneurship and early-stage business growth i. Improve access to capital for new and early-stage companies through the creation of a seed capital fund in the Cedar Valley. ii. Deliver targeted education/awareness programming designed to support the growth needs of entrepreneurs and early-stage companies, primarily focusing on (but not limited to) high-growth, technology -enabled businesses. d. Organizational development i. Develop a sustainable business model for the on-going development and operations of Red Cedar, recognizing the need to minimize on-going dependency on public funding. 2 EXHIBIT B Initial Founding Members' Commitments Execution Version 1 Annual Contribution in: Member 2018 2019 2020 2021 City of Cedar Falls $33,000 $33,000 $33,000 $0 Cedar Falls Utilities $28,380 $28,380 $28,380 $0 University of Northern Iowa $15,000 $15,000 $15,000 $0 Wartburg College $7,500 $7,500 $7,500 $0 City of Waterloo $0 $33,000 $33,000 $33,000 Grow Cedar Valley $10,000 $10,000 $10,000 $0 Hawkeye Community College $5,000 $5,000 $5,000 $0 Execution Version 1 Exhibit C Red Cedar 2019 Budget enue Events, Programming & operations $227,889 53% Public Sponsorship $98,880 23% Private Sponsorship $106,000 24% Total Revenue $432,769 100% $109,800 25% Staffing Gross lease $123,847 29% Admin & Operations $100,142 23% Direct Event & Prog. Expenses $98,980 23% Total Expenses $432,769 100% Execution Version 1 Exhibit D Use of City Funds Description of Expenses Funds provided from the City will be used to support Red Cedar's overall Program of Work. The funds will be used directly to support the programming and entrepreneurial support that Red Cedar provides, including staffing, admin & operations and direct event & programming expenses. None of the funds however will be used to pay for any lease expense for physical locations not located within the boundaries of the City. Execution Version 1