WBC Grant Agreement SEEDA Vacutech Expansioni
P
BU9INE9S COUNCIL
To: Ken Thorpe, Chairman
TEL 307.777.2800 FAx 307.777.2837
214 WEST 15TH STREET ^ CHEYENNE, WY 82002
www.wyomingbusiness.org
From: Karen P. Fate, BRC Project Manager
Community Development Division
214 W.15' Street
Cheyenne, WY 82002
307.777.2827
Date: 10/17/2017
Re: Grant Agreement — original copy for signature
Dear Mr. Thorpe;
Enclosed is an original copy of the Grant Agreement for the SEEDA
Vacutech Expansion funded through the Business Ready Community
Grant & Loan Program.
Please sign, date, and return to me in the self-addressed envelope
provided for your convenience.
Do not make any changes, strike outs or use white-out on the contract
without contacting our office as this will make the contract null and
void.
AGRIBUSINESS • BUSINESS & INDUSTRY • INVESTMENT READY COMMUNITIES MANUFACTURING
MINERALS, ENERGY & TRANSPORTATION • TELECOMMUNICATIONS & TECHNOLOGY TRAVEL & TOURISM
ORIGINAL
BUSINESS READY COMMUNITY GRANT AND LOAN PROGRAM
GRANT AGREEMENT BETWEEN THE WYOMING BUSINESS COUNCIL AND
THE SHERIDAN ECONOMIC AND EDUCATIONAL DEVELOPMENT AUTHORITY
JOINT POWERS BOARD
1. Parties. The parties to this Grant Agreement (Agreement) are the Wyoming
Business Council (Council), whose address is 214 West 15'h Street, Cheyenne, Wyoming
82002, and the Sheridan Economic and Educational Development Authority Joint Powers
Board (Grantee), whose address is 55 Grinnell Plaza; P.O. Box 848, Sheridan, WY 82801.
2. Purpose of Agreement. The purpose of this Agreement is to set forth the terms and
conditions by which the Council shall provide Business Ready Community Grant and Loan
Program (BRC) Business Committed funds to Grantee in an amount not to exceed two
million, nine hundred ninety-nine thousand, four hundred ninety -six -dollars
($2,999,496.00), to undertake and complete materials, projects and/or services
(collectively, the Project) described in Attachment A, Project Summary, Attachment B,
Development and Contingency Agreement, Attachment C, Operation and Maintenance
Agreement, and Attachment D, Revenue Recapture Plan, which are attached to and
incorporated into this Agreement by this reference. Performance by Grantee of the
requirements of this Agreement and compliance with all BRC program rules and
regulations is a condition of this Agreement.
3. Term of Agreeinent. This Agreement is effective when all parties have executed it
(Effective Date). All construction services shall be completed by June 30, 2019, unless an
extension is approved by Council. This Agreement shall terminate on June 30, 2024, unless
otherwise amended or terminated in accordance with the terms and conditions specifically
provided herein. This Agreement may be extended when, in the sole discretion of the
Council, circumstances require an extension. Any extension shall be accomplished by
written amendment.
4. Payment. The Council agrees to pay the Grantee for the work described in Section 5 below
and in Attachment A, Project Summary, in accordance with the requirements of this
Agreement and the BRC program. The total payment to Grantee under this Agreement
shall not exceed two million, nine hundred ninety-nine thousand, four hundred ninety -six -
dollars ($2,999,496.00). Payment shall be made from Council's BRC budget pursuant to
the schedule shown on Attachment A following Grantee's delivery to Council of invoices
detailing services performed in connection with the Project in a form acceptable to Council.
No payment shall be made for work performed before the Effective Date of this Agreement.
Should the Grantee fail to perform in a manner consistent with the terms and conditions set
forth in this Agreement, payment under this Agreement may be withheld until such time
as the Grantee performs its duties and responsibilities to the satisfaction of Council.
5. Responsibilities of Grantee. The Grantee agrees to:
A. Provide services described in Attachment A,
Agreement Between the Wyoming Business Council and the Sheridan Economic and Educational
Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 1 of 10
B. Provide responsibilities described in Attachment B, Development and Contingency
Agreement,
C. Provide responsibilities described in Attachment C, Operation and Maintenance
Agreement, and
D. Provide responsibilities described in Attachment D, Revenue Recapture Plan.
6. Responsibilities of Council. The Council agrees to:
A. Pay Grantee in accordance with Section 4 above.
B. At its discretion, assist in providing Grantee access to information, including,
without limitation, information concerning BRC program requirements, rules,
statutes, and regulations, the Council will cooperate with Grantee whenever
possible.
C. Council shall have no obligations, other than those specifically set forth herein
regarding the Project or its performance.
7. Sye�iai Provisions.
A. Budget. The budget for the Project is described in the Project Grant Expenditure
Schedule (Budget) in Attachment A.
(i) Grantee agrees it will not exceed any of the line item totals listed in the
Budget in Attachment A by more than twenty percent (20%) without prior
approval from Council. Such changes will not result in any change in the
total Project costs, or a change in the Grant amount.
(ii) In the Budget, "Non -Construction Costs" include: appraisal, architectural,
engineering, and Project inspection fees; "Construction Costs" include: site
work, materials, labor, utilities, and contingencies.
(iii) This Agreement is incrementally funded as costs are incurred accordingly
to the Budget in Attachment A.
(iv) Grantee shall submit one (1) reimbursement request per monthly cycle or
one (1) request every thirty (30) days. If more than one request is received
during that monthly cycle, the Council may return each additional request
to Grantee for submittal in the next appropriate monthly cycle.
(v) The Council will release funds only after payment vouchers or invoices
approved by the Grantee are submitted to the Council. After receipt of cash
requests and billing documentation, the Council will pay the amounts of
invoices at seventy-one percent (71%). Verification of all in-kind
contributions must be submitted to the Council.
Agreement Between the Wyoming Business Council and the Sheridan Economic and Educational
Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 2 of 10
(vii) If actual costs of the Project are more than the Budget indicated in
Attachment A, Grantee agrees to pay the difference in the amount of funds
awarded through the BRC Program and the actual costs of the completed
Project. If there is additional funding for the Project, the Grantee must
provide the Council with all necessary information regarding the funding.
B. Default and Remedies. In the event the Grantee or any subgrantee of the Grantee
under this Agreement defaults or is deficient in the performance of any term of this
Agreement or any requirements of the BRC program rules and regulations, then
Council shall have the right to exercise all remedies provided by law or in equity,
including without limitation:
(i) Immediately terminating this Agreement without further liability or
obligation of Council;
(ii) Issuing a letter of warning advising Grantee of the deficiency and putting
the Grantee on notice that additional action will be taken if the deficiency
is not corrected or is repeated;
(iii) Recommending, or requesting Grantee to submit proposals for corrective
actions, including the correction or removal of the causes of the deficiency;
(iv) Advising Grantee to suspend disbursement of funds for the deficient
activity;
(v) Advising Grantee to reimburse any amounts improperly expended and
reprogram the use of the funds in accordance with applicable requirements;
(vi) Changing the method of payment to Grantee; and/or
(vii) Reducing, withdrawing, or adjusting the amount of the Grant.
C. Extension of Construction. Council may, at its discretion, by amendment to this
Agreement, extend the construction services date if Grantee provides written
justification for the extension and that the completion of construction services will
not exceed six (6) months from the construction services date established herein. A
construction services date extension of six (6) months or less will not change the
termination date established herein.
D. Kickbacks. The Grantee certifies and warrants that no gratuities, kickbacks or
contingency fees were paid in connection with this Agreement, nor were any fees,
commissions, gifts, or other considerations made contingent upon the award of this
Agreement. If the Grantee breaches or violates this warranty, the Council may, at
its discretion, terminate this Agreement without liability to the Council, or deduct
from the Agreement or consideration, or otherwise recover, the full amount of any
commission, percentage, brokerage, or contingency fee.
Agreement Between the Wyoming Business Council and the Sheridan Economic and Educational
Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 3 of 10
E. Monitoring Activities. The Council shall have the right to monitor all Project
related activities of the Grantee or its subgrantees. This shall include, but not be
limited to, the right to make site inspections at any time and with reasonable notice,
to bring experts and consultants on site to examine or evaluate completed work or
work in progress; and, to examine the books, ledgers, documents, papers, and
records pertinent to this Agreement, to observe personnel in every phase of
performance of the Project.
F. No Finder's Fees. No finder's fee, employment agency fee, broker fee or other
such fee related to this Agreement shall be paid by either party.
G. Non -Supplanting Certification. Grantee hereby affirms that BRC Grant funds
will be used to supplement existing funds, and will not replace (supplant) funds that
have been appropriated for the same purpose.
H. Operations and Maintenance. Grantee will be required to provide an operations
and maintenance plan for the Project commencing upon the completion of
construction and shall include defined roles, projected expenses and project income
sources for the life of the asset. The Project Operation and Maintenance Plan is
more particularly described in Attachment C.
I. Performance Measures. Grantee will be required to provide information as
requested by the State of Wyoming, by and through the Council, about lease
arrangements, job creation, revenue recapture, additional investments, marketing,
business recruitment, and business development efforts. Performance Measures are
more particularly described in Attachment A.
I Procurement Requirements. Grantee will be required to provide a letter from a
qualified engineer certifying the construction completion of the Project and that all
required construction standards were adhered to during the construction of this
Project. Upon completion of construction of this Project, Grantee will be required
to provide the Council a letter from Grantee's attorney confirming:
(i) Grantee has followed all procurement standards as per Wyo. Stat. § 15-1-
113 and Wyo. Stat. § 16-6-101 et. seq.
(ii) Grantee has followed the Wyoming Preference Act (Wyo. Stat. § 16-6-201
through 16-6-206);
(iii) Grantee has provided certified cost estimates from a qualified engineer.
K. Reporting. Within fifteen (15) calendar days at the conclusion of each calendar
quarter during the Term of this Agreement, Grantee shall furnish Council with a
progress report. Each progress report shall set forth, in narrative form, the Project
work accomplished under the Agreement during the quarter or any other
information requested by Council. At the end of construction of the Project,
Grantee shall furnish Council with annual reports for five (5) years of project
Agreement Between the Wyoming Business Council and the Sheridan Economic and Educational
Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 4 of 10
outcomes against established measures. At the end of the term of this Agreement,
Grantee shall furnish Council with a comprehensive report of the Project
accomplishments, a cumulative detailed financial report reflecting total grant
expenditures, cash and in-kind match expenditures, and private funds leveraged
pursuant to this Agreement. Grantee shall provide a letter from a qualified engineer
certifying the completion of the Project and that all required construction standards
were adhered to relative to the construction of this Project.
L. Retention of Records. Grantee agrees to retain all records related to the Project
which are required to be retained pursuant to this Agreement or the BRC program
rules and regulations for five (5) years following Council's date of notice to Grantee
of closeout of the Grant, provided all audit requirements have been fulfilled.
M. Revenue Recapture. Grantee's intention to return recaptured revenue to the
Council does not bind, encumber, be chargeable, or create a debt of any kind on the
behalf of or against Grantee, the Grantee's assets, general obligation funds, or any
other revenues or properties whatsoever. In the event of default with respect to the
terms and conditions of this Agreement, or with respect to the terms and conditions
of any related Project agreements between any of the parties, neither the Council
nor any other party shall have the right to seek re -capture from Grantee. The
Revenue Recapture Plan is more particularly described in Attachment D to the
Agreement.
8. General Provisions
A. Amendments. Any changes, modifications, revisions or amendments to this
Agreement which are mutually agreed upon in writing by the parties hereto shall
be incorporated by written instrument, executed and signed by all parties to this
Agreement.
B. Applicable Law, Rules of Construction, and Venue. The construction,
interpretation, and enforcement of this Agreement shall be governed by the laws of
the State of Wyoming, without regard to conflicts of law principles. The terms
"hereof," "hereunder," "herein," and words of similar import, are intended to refer
to this Agreement as a whole and not to any particular provision or part. The Courts
of the State of Wyoming shall have jurisdiction over this Agreement and the parties.
The venue shall be the First Judicial District, Laramie County, Wyoming.
C. Assignment/Agreement Not Used as Collateral. Neither party shall assign or
otherwise transfer any of the rights or delegate any of the duties set forth in this
Agreement without the prior written consent of the other party. Grantee shall not
use this Agreement, or any portion thereof, for collateral for any financial
obligation, without the prior written permission of Council.
D. Assumption of Risk. The Grantee shall assume the risk of any loss of state
funding, due to the Grantee's failure to comply with state requirements. The
Council shall notify the Grantee of any state determination of noncompliance.
Agreement Between the Wyoming Business Council and the Sheridan Economic and Educational
Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 5 of 10
E. Audit/Access to Records. The Council and any of its representatives shall have
access to any books, documents, papers, electronic data, and records of the Grantee
that are pertinent to this Agreement.
F. Availability of Funds. Each payment obligation of the Council is conditioned
upon the availability of government funds that are appropriated or allocated for the
payment of this obligation and which may be limited for any reason including, but
not limited to congressional, legislative, gubernatorial, or administrative action. If
funds are not allocated and available for continued performance of the Agreement,
the Agreement may be terminated by the Council at the end of the period for which
the funds are available. The Council shall notify the Grantee at the earliest possible
time of the services that will or may be affected by a shortage of funds. No penalty
shall accrue to the Council in the event this provision is exercised, and the Council
shall not be obligated or liable for any future payments due or for any damages as
a result of termination under this section.
G. Award of Related Agreements. The Council may award supplemental or
successor agreements for work related to this Agreement. The Grantee shall
cooperate fully with other grantees and the Council in all such cases.
H. Compliance with Laws. The Grantee shall keep informed of and comply with all
applicable federal, state and local laws and regulations in the performance of this
Agreement.
I. Entirety of Agreement. This Agreement, consisting of ten (10) pages, Attachment
A, Project Summary, consisting of five (5) pages; Attachment B, Development and
Contingency Agreement, consisting of seven (7) pages, Attachment C, Operations
and Maintenance Plan, consisting of seven (7) pages, and Attachment D, Revenue
Recapture Plan, consisting of two (2) pages, represent the entire and integrated
Agreement between the parties and supersede all prior negotiations,
representations, and agreements, whether written or oral. In the event of conflict or
inconsistency between the language of this Agreement and the language of any
attachment or document incorporated by reference, the language of this Agreement
shall control.
J. Extensions. Nothing in this Agreement shall be interpreted or deemed to create an
expectation that this Agreement will be extended beyond the term described herein.
Any extension of this Agreement shall be initiated by the Council and shall be
accomplished through a written amendment between the parties entered into before
the expiration of the original Agreement or any valid amendment thereto, and shall
be effective only after it is reduced to writing and executed by all parties to the
Agreement.
K. Force Majeure. Neither party shall be liable for failure to perform under this
Contract if such failure to perform arises out of causes beyond the control and
without the fault or negligence of the nonperforming party. Such causes may
include, but are not limited to, acts of God or the public enemy, fires, floods,
Agreement Between the Wyoming Business Council and the Sheridan Economic and Educational
Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 6 of 10
epidemics, quarantine restrictions, freight embargoes, and unusually severe
weather. This provision shall become effective only if the party failing to perform
immediately notifies the other party of the extent and nature of the problem, limits
delay in performance to that required by the event, and takes all reasonable steps to
minimize delays.
L. Indemnification. Each party to this Agreement shall assume the risk of any
liability arising from its own conduct. Neither party agrees to insure, defend or
indemnify the other.
M. Independent Contractor. The Grantee shall function as an independent contractor
for the purposes of this Agreement and shall not be considered an employee of the
State of Wyoming for any purpose. Consistent with the express terms of this
Agreement, the Grantee shall be free from control or direction over the details of
the performance of services under this Agreement. The Grantee shall assume sole
responsibility for any debts or liabilities that may be incurred by the Grantee in
fulfilling the terms of this Agreement and shall be solely responsible for the
payment of all federal, state, and local taxes which may accrue because of this
Agreement. Nothing in this Agreement shall be interpreted as authorizing the
Grantee or its agents or employees to act as an agent or representative for or on
behalf of the State of Wyoming or the Council or to incur any obligation of any
kind on the behalf of the State of Wyoming or the Council. The Grantee agrees
that no health/hospitalization benefits, workers' compensation, unemployment
insurance or similar benefits available to State of Wyoming employees will inure
to the benefit of the Grantee or the Grantee's agents or employees as a result of this
Agreement.
N. Nondiscrimination. The Grantee shall comply with the Civil Rights Act of 1964,
the Wyoming Fair Employment Practices Act (Wyo. Stat. § 27-9-105 et seq.), the
Americans with Disabilities Act (ADA), 42 U.S.C. § 12101, et seq., and the Age
Discrimination Act of 1975 and any properly promulgated rules and regulations
thereto and shall not discriminate against any individual on the grounds of age, sex,
color, race, religion, national origin, or disability in connection with the
performance under this Agreement.
O. Notices. All notices arising out of, or from, the provisions of this Agreement shall
be in writing either by regular mail or delivery in person at the addresses provided
under this Agreement.
P. Ownership of Documents/Work Product/Materials. Council owns all
documents, data compilations, reports, computer programs, photographs, data, and
other work provided to or produced by the Grantee in the performance of this
Agreement. Upon termination of services, for any reason, Grantee agrees to return
all such original and derivative information/documents to the Council in a useable
format. In the case of electronic transmission, such transmission shall be secured.
The return of information by any other means shall be by a parcel service that
utilizes tracking numbers. Upon Council's verified receipt of such information,
Agreement Between the Wyoming Business Council and the Sheridan Economic and Educational
Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 7 of 10
Grantee agrees to physically and electronically destroy any residual Council -owned
data, regardless of format, and any other storage media or areas containing such
information. Grantee agrees to provide written notice to Council confirming the
destruction of any such residual Council -owned data.
Q. Prior Approval. This Agreement shall not be binding upon either party, no
services shall be performed, and the Wyoming State Auditor shall not draw
warrants for payment, until this Agreement has been fully executed, approved as to
form by the Office of the Attorney General.
R. Publicity. Any publicity given to the projects, programs or services provided
herein, including, but not limited to, notices, information, pamphlets, press releases,
research, reports, signs, and similar public notices in whatever form, prepared by
or for the Grantee, shall identify the Council as the sponsoring agency and shall not
be released without prior written approval from the Council.
S. Severability. Should any portion of this Agreement be judicially determined to be
illegal or unenforceable, the remainder of this Agreement shall continue in full
force and effect, and the parties may renegotiate the terms affected by the
severance.
T. Sovereign Immunity and Limitations. Pursuant to Wyo. Stat. § 1-39-104(a), the
State of Wyoming and Council expressly reserve sovereign immunity by entering
into this Agreement and the Grantee does not waive governmental immunity. Each
of them specifically retains all immunities and defenses available to them as
sovereign or governmental entities pursuant to Wyo. Stat. § 1-39-101, et seq., and
all other applicable law. The parties acknowledge that the State of Wyoming has
sovereign immunity and only the Wyoming Legislature has the power to waive
sovereign immunity. The parties further acknowledge that there are constitutional
and statutory limitations on the authority of the State of Wyoming and its agencies
or instrumentalities to enter into certain terms and conditions supplied by the
Grantee, including, but not limited to, the following: liability for damages; choice
of law; conflicts of law; venue and forum -selection clauses; defense or control of
litigation or settlement; liability for acts or omissions of third parties; payment of
attorneys' fees or costs; additional insured provisions; dispute resolution, including,
but not limited to, arbitration; indemnification of another party; and confidentiality.
Any such provisions in the Agreement or any attachments or documents
incorporated by reference will not be binding on the State of Wyoming except to
the extent authorized by the laws and constitution of the State of Wyoming.
Designations of venue, choice of law, enforcement actions, and similar provisions
shall not be construed as a waiver of sovereign immunity. The parties agree that
any ambiguity in this Agreement shall not be strictly construed, either against or
for either party, except that any ambiguity as to immunity shall be construed in
favor of immunity.
U. Taxes. The Grantee shall pay all taxes and other such amounts required by federal,
state, and local law, including, but not limited to, federal and social security taxes,
Agreement Between the Wyoming Business Council and the Sheridan Economic and Educational
Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 8 of 10
workers' compensation, unemployment insurance, and sales taxes.
V. Termination of Agreement. This Agreement may be terminated, without cause,
by the Council upon thirty (30) days written notice. This Agreement may be
terminated by the Council immediately for cause if the Grantee fails to perform in
accordance with the terms of this Agreement.
W. Third Party Beneficiary Rights. The parties do not intend to create in any other
individual or entity the status of third party beneficiary, and this Agreement shall
not be construed so as to create such status. The rights, duties, and obligations
contained in this Agreement shall operate only between the parties to this
Agreement and shall inure solely to the benefit of the parties to this Agreement.
The provisions of this Agreement are intended only to assist the parties in
determining and performing their obligations under this Agreement.
X. Time is of the Essence. Time is of the essence in all provisions of this Agreement.
Y. Titles Not Controlling. Titles of sections are for reference only, and shall not be
used to construe the language in this Agreement.
Z. Unused/Misused Funds. The Council shall be entitled to recover from the Grantee
any full or partial payment made under this Agreement for: 1) any payments used
for purposes not authorized, or performed outside this Agreement, 2) any payments
for services the Grantee is unable to provide, 3) any payments for services the
Grantee did not provide but was required to provide under the terms of this
Agreement.
AA. Waiver. The waiver of any breach of any term or condition in this Agreement shall
not be deemed a waiver of any prior or subsequent breach. Failure to object to a
breach shall not constitute a waiver.
THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK
Agreement Between the Wyoming Business Council and the Sheridan Economic and Educational
Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 9 of 10
9. Signatures. By signing this Agreement, the parties represent and warrant that they have
read and understood it, that they agree to be bound by the terms of the Agreement, that they
have the authority to sign it, and that they have received a signed and dated copy of the
Agreement.
The Effective Date of this Agreement is the date of the signature last affixed to this page.
WYOMING BUSINESS COUNCIL
Shawn Reese
Chief Executive Officer
Date
Julie Kozlowski, Director Date
Community Development Division
SHERIDAN ECONOMIC AND EDUCATIONAL DEVELOPMENT AUTHORITY
4wrT orpe Date
Chairman
ATTORNEY GENERAL'S OFFICE APPROVAL AS TO FORM
CJC * . 12, 201-1
Date
Agreement Between the Wyoming Business Council and the Sheridan Economic and Educational
Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 10 of 10
ATTACHMENT A TO THE
BUSINESS READY COMMUNITY GRANT AND LOAN PROGRAM
GRANT AGREEMENT BETWEEN THE WYOMING BUSINESS COUNCIL AND
THE SHERIDAN ECONOMIC AND EDUCATIONAL DEVELOPMENT AUTHORITY
JOINT POWERS BOARD
-
Project Description
The Sheridan Economic and Educational Development Authority Joint Powers Board (SEEDA)
requests a $2,999,496 Business Ready Community (BRC), Business Committed grant and a
$1,225,000 BRC loan for the construction of a 40,000 square- foot manufacturing facility to enable
the expansion of Vacuum Technologies, LLC dba Vacutech, LLC ("Vacutech"). The new facility
will be constructed on a 4 -acre lot in the Sheridan Hi -Tech Business Park adjacent to Vacutech's
current manufacturing facility. Vacutech owns the 4 -acre lot and will donate it to SEEDA. Vacutech
will also donate 1.87 -acres of the property on which their current facility is located and construct
a parking lot to access both facilities. SEEDA will lease the completed facility to Vacutech with
an option to purchase after five years.
Attachment A to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board - Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 1 of 5
iZ
_Wlherid chidfi '
ptul ose.
The Sheridan Economic and Educational Development Authority (SEEDA) requests a $2,999,496
Business Ready Commurity (BRC), Business Committed grant and a $1,225,000 BRC loan for the
construction of a 40,000 square -foot manufacturing facility to enable the expansion of Vacuum
Technologies, LLC dba Vacutech, LLC "Vacutech" .
Project Budget
P 'ectedGru Expenditure Schedule
Description
BRC
Match
Total
f
f
J
Land
Non -Construction Costs
Construction Costs
$ -
$ 180,772
$ 2,818,724
Cash
(Loan/Land/Pkg Lot
Const)
$ 511,394
$ 73,828
$ 1,426,172
$ 511,394
$ 254,600
$ 4,244,896
Total Project Cost
$ 2,999,496
$ 2,011,394
$ 5,010,890
Percentage BRC of all cash:
71%
i i'rrt'orma ncr
Measure
Quantity
IMensures
Businesses Assisted
1
Return on Investment
2.37%
Capital Expenditures
$2,000,000
$400,000 per year for 5 years
Loan Repayment
$ 1,422,107
30 year loan term 3.5% interest
Revenue Recapture
$ 4,289,505
revenues recaptured through lease
payments and sale proceeds of
building
County Median Wage
Median Wage of Jobs Created
$ 22.20
$ 22.50
Jobs to be Created 5 Year Projection)
76
Jobs to be Retained
140
Project
Acres Developed
5.87
New Building Construction
40,000 sq ft
Project Description
The Sheridan Economic and Educational Development Authority Joint Powers Board (SEEDA)
requests a $2,999,496 Business Ready Community (BRC), Business Committed grant and a
$1,225,000 BRC loan for the construction of a 40,000 square- foot manufacturing facility to enable
the expansion of Vacuum Technologies, LLC dba Vacutech, LLC ("Vacutech"). The new facility
will be constructed on a 4 -acre lot in the Sheridan Hi -Tech Business Park adjacent to Vacutech's
current manufacturing facility. Vacutech owns the 4 -acre lot and will donate it to SEEDA. Vacutech
will also donate 1.87 -acres of the property on which their current facility is located and construct
a parking lot to access both facilities. SEEDA will lease the completed facility to Vacutech with
an option to purchase after five years.
Attachment A to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board - Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 1 of 5
iZ
The city of Sheridan developed the Sheridan Hi -Tech Business Park Conceptual Plan funded
through a $25,000 Community Development Block Grant in 2009. In 2010 the city received a
$2,589,913 BRC Community Readiness grant for water and sewer extensions, roads and fiber to
create business -ready lots in the Hi -Tech Business Park.
The Business
Vacutech designs, engineers and manufactures custom-designed central vacuum systems for car
wash systems, mobile vacuums and industrial and commercial applications.
Brothers Tom and John Tucker built Vacutech based on their commitment to manufacturing the
highest performance vacuum systems combined with unparalleled customer care and after -sale
support, according to the company's Facebook page. Their experience in the industry began with
their work as teenagers in their father's central vacuum business itself a pioneer in the industry.
Tom and John continued their work in the vacuum industry after leaving the family business. They
created and ran several successful businesses before jointly starting Vacutech in 1997.
In 2012, the city of Sheridan recruited Vacutech from Centennial, Colorado. That same year,
Vacutech constructed a 40,804 square -foot manufacturing facility on a 5 -acre lot in the Sheridan
Hi -Tech Park.
Vacutech has grown from 20 employees in 2012 to over 130 to date and has outgrown its current
facility. Vacutech leases four additional facilities across Sheridan as a stop -gap measure.
Combined, these annex facilities provide 75% more available floor space, and while this has
accommodated the growth in production requirements, there are significant inefficiencies and
unnecessary costs with relying on multiple locations.
The company is growing in its core industry with car wash consolidation and business drawings. In
2016, Vacutech purchased a 4 -acre commercial lot next to its current facility for the development
of an additional facility. Vacutech is concentrating approximately $400,000 annually in working
capital to the purchase of additional manufacturing equipment and hiring new employees. This
project is needed to accelerate Vacutech's business expansion in Sheridan. Without this public-
private partnership, Vacutech will be required to devote its working capital toward construction of
the new manufacturing facility or to continue operating inefficiently from five different locations.
There are no other facilities in Sheridan that meet the company's expansion needs. This project will
allow Vacutech to improve efficiency by relocating its distributed manufacturing into one
centralized location.
Vacutech has been working with clients on projects in new -growth areas. For example, a wind
component manufacturer needed to find a solution to cutting down on expensive replacement costs
for specialized drill bits used in the manufacturing of windmill components. Vacutech created a
vacuum system that removes the fine dust particles from the bits while drilling, which increased
productivity by increasing the lifespan of drill bits and reducing costs. Vacutech also worked with
Boeing on an ex- traction system for its 777 -jet engine project.
Attachment A to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board - Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 2 of 5
Project Goals and Benefits
Vacutech projects creating up to 76 new jobs within five years. Entry-level jobs start at $15 per
hour with technical positions paying $24 to $28 per hour. The company also provides benefits
including medical, dental, vision and life insurance; vacation, and a 401(k) with a company match
up to 4%.
Many employees will be hired locally through relationships established between Vacutech and area
colleges assisting in workforce recruitment through computer aided design, welding technology
and machine tooling technology programs Thirty-nine employees, or 27.5% of Vacutech's current
workforce, are Sheridan College alumni - 17 of which were employed directly after graduating
from Sheridan College, and 22 of which are alumni who worked in different jobs upon graduation
before joining Vacutech.
Vacutech provides welding internships for students in the Welding Technology program at
Sheridan College and has hired four of those eight students as full-time employees. This project
will provide job opportunities for local students trained in technical fields.
It will also inject new payroll into the community along with increased tax revenue. This project
will also generate revenue from the lease and expected sale of the facility to Vacutech. SEEDA
will collect an estimated $442,681 in net revenue during the first five years in lease payments from
Vacutech. Revenue will be recaptured by SEEDA and devoted to economic development efforts
in Sheridan, as described in the Lease and Revenue Recapture section below.
Timeline
The applicant estimates the project will be
completed by June 2019.
Funding
Total project cost is $5,010,890, of which
$2,999,496 represents the BRC Business
Committed grant. The grant is matched by the
$1,225,000 BRC loan, value of land donated by
Vacutech to SEEDA totaling $511,394 (established
by a broker's opinion), and $275,000 by Vacutech
for parking lot construction. Cost per square foot is
$112.49.
BRC Grant amount
$ 2,999,496
Cash Match (BRC loan)
$1,225,000
Cash Match (land value/parldng lot construction)
$ 786,394
Total eligible project cost
$ 5,010,890
BRC % of total eligible project costs
60°/,
Local % of total eligible project costs
400/1
Percentage BRC of all cash
71°/,
Acquisition Costs
value $ 511,394
Construction Costs
Itectural and Engineering fees $ 215,400
fees (surveys, tests, etc.) $ 13,700
ct inspection fees $ 25,500
truction Costs
Site work
$
792,000
Building Components:
Electrical Systems
$
356,400
Mechanical, plumbing, HVAC systems
$
432,900
Landscaping
$
125,000
Foundation and/or Structural Framing system
$1,632,900
Interior Finishes
$
164,100
Fire Protection
$
102,000
Other (building envelope, insulation & sldn)
$
306,300
Contingencies 8%
$
333,296
Total Uses
$ 5,010,890
Attachment A to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board - Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 3 of 5
Loan Terms
Total Project: $5,010,890
Total Loan: $1,225,000
Total Grant: $2,999,496
Collateral: Building to be constructed.
Repayment: The loan will be repaid from lease payments from Vacutech to SEEDA. The loan will
be amortized over a 30 -year term and SEEDA willmake annual payments to the WBC.
Term: 30 years
Interest Rate: 3.5%
Fees: $3,750 loan servicing fee ($125 per year for a term of 30 years).
Other Fees: Loan documentation, appraisal, filing fees, etc. are the responsibility of SEEDA and
Vacutech.
SEEDA will repay the BRC Program $1,422,087 in principal and interest.
SEEDA will have a mortgage on the facility. The WBC will take an assignment of that mortgage
and lease payments.
Lease and Revenue Recapture
Vacutech will deed the 5.87 -acre properties to SEEDA. The property and building will be owned
by SEEDA and leased to Vacutech once construction is complete. Vacutech will enter into a 10 -
year lease with SEEDA for the building for $17,500 per month ($5.25 per square foot) for the first
five years with the option to purchase the facility at the end of year five for $3,643,665, which
reflects a rebate to Vacutech for its lease payments made and donated property value. If Vacutech
chooses not to purchase the facility at that time, lease payments will be set at $5.80 per square foot
and appreciate 2% per each year thereafter for the next four years of the lease. Vacutech will have
the option to purchase the property during that time but will not be rebated for lease payments
received - only for the donated land value. Lease payments will be used to make the BRC loan
payment.
Proceeds from lease payments after loan payments are made will be set aside by SEEDA for
insurance on the building ($417 per month/$5,000 annually). $3,000 per month of lease payments
will be deposited into a long-term maintenance fund ($36,000 per year).
After the loan has been paid, proceeds from the sale of the building will be handled as follows:
■ 25% will be set aside for SEEDA initiatives for the purposes of economic and
educational development of the Sheridan community
25% will be committed toward further development and maintenance of project -
ready property in the Hi -Tech Business Park and other locations identified by the
SEEDABoard.
Attachment A to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board - Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 4 of 5
50% will be held in reserve for business recruitment and retention efforts identified by
SEEDA Board.
Attorney General Opinion
Received October 4, 2017.
WBC Deliberation
The WBC heard from Roger Miller, Mayor of Sheridan, and John Tucker of Vacutech. Mr. Tucker
indicated he chose to move to Wyoming because of the favorable business climate and Wyoming's
government. The company is expanding nationally and internationally.
Members of the board commented this project is a good example of diversifying Wyoming's
economy and that the company makes an excellent product.
It was moved and seconded to recommend a $2,999,496 grant and a $1,225,000 loan to the
Sheridan Economic and Educational Authority for the expansion of Vacutech. Mr. Sullivan
recused himself as a former customer of the company. The recommendation was unanimously
approved.
WBC Recommendation
WBC recommends funding the $2,999,496 BRC Business Committed grant and a $1,225,000
BRC loan, as requested.
State Loan and Investment Board Decision:
APPROVED UNANIMOUSLY OCTOBER 5 2017.
Attachment A to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board - Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 5 of 5
ATTACHMENT B TO THE
BUSINESS READY COMMUNITY GRANT AND LOAN PROGRAM
GRANT AGREEMENT BETWEEN THE WYOMING BUSINESS COUNCIL AND
THE SHERIDAN ECONOMIC AND EDUCATIONAL DEVELOPMENT AUTHORITY
JOINT POWERS BOARD
DEVELOPMENT AND CONTIGENCY AGREEMENT
BETWEEN
SHERIDAN ECONOMIC AND EDUCATION DEVELOPMENT AUTHORITY AND VACUUM
TECHNOLOGIES, LLC.
WHEREAS, the Sheridan Economic and Education Development Authority ("SEEDA") is a
Wyoming, joint powers board formed in accordance with Wyoming law by the City of Sheridan
and the Northern Wyoming Community College District, whose address is PO Box 848, Sheridan,
Wyoming 82801; and
WHEREAS, SEEDA desires to further economic development in the City of Sheridan and Sheridan
County and Support and grow new and existing business; and
WHEREAS, Vacuum Technologies, LLC ("Vacutech") is a Sheridan based manufacturer of vacuurn
systems for industrial and other uses and whose address is 1350 Hi -Tech Drive, PO Box 3048,
Sheridan, Wyoming 82801; and
WHEREAS, Vacutech is committed to growing its business in Sheridan, has been a vital
contributor to job creation the community, and is experiencing rapid growth since locating in
Sheridan; and
WHEREAS, Vacutech's business pian recognizes the need for the expansion of facilities to meet
the needs of current and future growth; and
WHEREAS, numerous community planning documents including SEEDA's Target Industry Profiles
and CTET Strategy Recommendations report have identified light manufacturing as a target
industry; and
WHEREAS, SEEDA and Vacutech recognize the opportunities of the Wyoming Business Council
Business Ready Community Grant and Loan Program as a way to leverage significant private
capital and resources; and
WHEREAS, the public benefit of this project will be the promotion of economic development by
creating and sustaining jobs in the Sheridan community and by Sheridan and generating revenue
for SEEDA to be used to advance additional economic development efforts in Sheridan; and
WHEREAS, the parties desire to enter into the Development and Contingency Agreement to
facilitate and develop real property which will be owned by SEEDA_
THEREFORE:
This Development and Contingency Agreement (hereinafter referred to as "Agreement") is
made and entered into on this 9th day of June, 2017 by and between SEEDA and Vacute.ch
(individually a "Party" and collectively the "Parties")
1. Purpose. The purpose of this project (the "Project") is to fund construction and
operation of a new 40,000 sq, ft. manufacturing facility (the "Facility") Ionated at
Sheridan's High -Tech Park. The Facility will be constructed and owned by SEEDA, leased
to Vaurtech, and potentially sold to Vacutech. The Project will promote economic
development in the City of Sheridan and Sheridan County by assisting Vacutech with the
consolidation and expansion of its manufacturing business In Sheridan, stimulating job
creation, and generating revenue for SEEDA to be used for additional economic
Development Agreement Between the Sheridan Economic and Educatioh Development
Authority And Vacuum Technologies, LLC
Attachment B to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 1 of 7
development efforts in Sheridan. This Agreement is contingent upon the Wyoming
Business Council awarding grant and loan funds to SEEDA asset forth herein for
implementation of the Project.
2. Real Property. The Facility will be located at the Sheridan High -Tech Park Gateway
Subdivision Lot A, Sheridan, WY 62801.
3. Termof Asreement, This Agreement is effective upon the date it is signed by both
Parties and will remain effective until the earlier of: 1) termination of this Agreement as
set forth herein; 2) a final decision by the Wyoming Business Council to not fund the
Grant and Loan as set forth herein; 3) closing on the sale of the Facility to Vacutech; or
4) expiration of the Facility lease between the Parties.
4. Responsibilities of SEEDA.
SEEDA agrees to support this Project by applying to the Wyoming Business Council for a
Business Ready Communities Business Committed Grant in the amount of $2,999,496
(the "Grant") and applying to the Wyoming Business Council ("WBC") for a Business
Ready Communities Business Committed Loan in the amount of $1,225,000 (the "Loan).
The capital from the Grant and Loan will be used by SEEDA to construct the Facility.
Upon award of the'Grant and Loan, SFEDA shall:
a. Administer all Project funds including the Grant funds for the entire Grant
amount. This administration includes making all necessary reports and draw
down requests for Grant and Loan funds to the Wyoming Business Council, and
maintaining all required records for the duration required by the Business
Council. SEEDA shall monitor the overall Project budget.
b, Establish a Project Steering Committee to oversee the Project and, provide a
representative to the Committee to ensure compliance with Grant and Loan
requirements, and to safeguard SEEDA's interest in the Project. The Project
Steering Committee shall consist of one representative each from SEEDA and
Vacutech. The Project Steering Committee shall supervise, administer, manage,
and complete the construction of the Project in compliance with any State
statutes, applicable building and zoning codes and ordinances and the plans and
specifications. The Project Steering Committee will also oversee the contract for
the construction of the Project as the Project Administrator to ensure
compliance of all contractors and subcontractors with all terms of the Contract,
including but not limited to, that all contractors or subcontractors meet any
insurance requirements and name SEEDA as an additional insured. A SEEDA
representative shall have final decision making power on any aspect of the
Project.
c. In consultation with Vacutech, provide the plans, specifications and building
design of the Project, pursuant to applicable building and zoning codes and
ordinances and the aesthetic and program requirements of Vacutech. SEEDA
agrees to enter into a contract for the design of the Facility, The costs incurred
by SFF.PA for the design and construction of the Facility including any fees for
building permits and associated fees shall not exceed the amount of Grant and
Loan funds SELDA receives from the Wyoming Business for the Project.
Development Agreernent Betwe(ni the Sheridan Fronomic and Education Development
Authority And Vacutim Technologies, t.LC
Attachment B to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 2 of 7
d. Ensure that the State statutory requirements for municipal procurement are,
followed for all expenditures of public dollars.
e, facilitate, advertise and solicit bids for construction of the Facility in compliance
with Wyoming State statutes including preparation of bid documents and
construction documents, contract drafting, publication of all notices required by
statute, ordinance or administrative rule, handle pre-bid conferences, bid
receipt and recommendations, and entering Into a contract with the qualified
bidder for the construction of the Project.
f. Facilitate timely disbursement of funds to the appropriate contractors,
consultants and all other obligors under the construction, and require
appropriate lien releases for all such expenditures.
g. Be responsible for ensuring project completion in accordance with any schedule
agreed upon with the WBC, barring a ny approved extensions of that schedule
by the WBC, as well as ensuring completion in the event of cost overruns from
the estimated cost of Project completion prepared for the Grant and Loan
application.
h. Create and retain quarterly reports of the progress of the Project on or before
the 10"' clay after that last business day of each quarter. Each progress report
shall set forth in narrative the work accomplished underthe grant during the
quarter and shall include a financial status report. At the end of the Project,
SE%DA shall maintain records including a comprehensive report of the Project
and cumulative financial statement reflecting total expenditures.
i. Maintain fife and all peril insurance on the buildings located upon the demised
premises. In the event of partial loss by fire or other casualty, the insurance
moneys shall be used in reconstructing the improvements on the demised
premises unless SEEDA and Vacutech agree otherwise.
J, Develop a draft lease as set forth herein and negotiate the final terms of the
lease in good faith with Vacutech.
k. Develop in good faith with Vacutech an option under which Vacutech rnay
purchase the Facility at the end of five years after completion of construction
("Purchase Option") which shall provide that, during the sixth year following
completion of construction, Vacutech may purchase the Facility for a price equal
to the construction cost of the Facility (not including the cost of the land and
parking lot construction donated by Vacutech to SEEDAJ, minus the cost of
Facility lease payments made by Vacutech to SEF.DA up to the date that the
Purchase Option is exercised. The Option shall further provide that, after the
sixth year following completion of construction., Vacuto--ch may purchase the
Facility for a price equal to the construction cost of the Facility (not including the
cost of the land donated by Vacutech to SEEDA) but with no rebate for the cost
of Facility lease payments.
i. Commitment by Vacutech. Vacutech agrees to support SEEDA's efforts to secure the
Grant and Loan. Upon award dOthe Grant an -d Loan by the Wyoming Business Council
Vacutech shall:
Development Agreement Between the Sheridan Economic and Education Development
Authority And Vacuum Technologies, LLC
Attachment B to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 3 of 7
a. Deed to SEEDA at no cost 4 acres of real property currently owned by Vacutech
and located at Lot A at the Sheridan High -Tech Park and valued at a $348,480.
Such property may be used by SEEDA as collateral for the Loan, Such property
would be returned to SEEDA as part of the Purchase Option set forth herein.
b. Transfer to SEEDA $275,000 or such other amount as agreed by the Parties for
construction of a parking lot for the Facility on adjacent property owned by
Vacutech.
c. Transfer to SEEDA an access easement for 1.87 acres or such other acreage as
agreed by the Parties for construction of a parking lot on adjacent property
owned by Vacutech for use by tenants of the Facility,
d. Shall provide a representative to the Project Steering Committee,
e. Provide SEEDA with any and all information necessary, and at its disposal, to
allow for prompt submission of quarterly reports to the Wyorning Business
Council.
f. Retain all of its own records related to the Project for five (5) years following
Vacutech's date of notice to the Wyoming Business Council of the closeout of
the Grant.
g. Carry Builder's Risk insurance for the Project throughout construction for the
awarded bid price, and in the event of claim, pay any required deductible,
h. At its sole discretion, provide such staff support and expertise it deems
necessary or expedient to meet its responsibilities under this Agreement.
L Finance Project items which are ineligible for Grant funding, as well as any
Project costs in excess of the estimated Project costs included in the Grant and
Loan application.
Following completion of the Facllity, Vacutech shall:
a. Enter into a 10 -year lease with SEEDA to lease the Facility from SEEDA. Such
lease shall establish a 5,25/square foot lease rate for the first five years.
Thereafter, the lease rate shall be set at 5.80/share foot and appreciate by 2`Yo
each year thereafter.
b. Comply with all business and operational performance measures required by
SEEDA, and approved by the WBC in awarding the Grant or Loan; document all
performance in conjunction with quarterly and annual reports required by the
WBC, collect necessary data, and prepare any required reports for compliance
with the Grant or Loan.
c. As detailed in the Grant and Loan applir_ations and in the absence of unforeseen
economic factors, after completion of the project and within the first year of
operation, Vacutech will employ up to an additional 13 full time equivalent (FTE)
positions of staff in addition to those already employed by Vacutech. One FTF.
position will be technical/professionA., one will be in sales, and one will be
office/clerical and will have average wages of $24,00 per hour, $22.00 per hour,
and $15.00 per hour, including benefits, respectively. Ten FTE positions will be
Development Agreement Between the Sheridan Economic and Education Development
Authority And Vacuum Technologies, LLC
Attachment B to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 4 of 7
in skilled crafts with an average wage of $20.00 per hour including benefits. If
economic conditions change in such a manner that would not allow Vacutech to
achieve the project numbers listed above, Vacutach will submit an updated plan
with revised employment numbers and an explanation of the change in
economic factors causing the need to revise the employment numbers.
d. Maintain in its name, all utility services required on the premises, including gas,
electricity, telephone, fiber optic or cable communications, water, and sewer
connections and services; and pay all charges as they become due.
e. Remain liable for any injury or damages to the equipment or service lines of the
utility suppliers that are located on the demised premises, resulting frorn the
negligent or deliberate acts of Vacutech, or the agents or employees of
Vacutech.
f, Pay and discharge when due, as part of the rental of the demised premises all
state, municipal, and local taxes, assessments, levies and other charges, general
and special, ordinary and extraordinary, or whatever name, nature, and kind
that are or may be during the term of the lease agreement.
g. Maintained the demised premises and appurtenances to the demised premises
in good repair and in at least as good condition as that in which they were
delivered, including the exterior, grounds, and sidewalk maintenance, allowing
for ordinary wear and tear.
h. Maintain liability insurance through the Wyoming Local Government liability
Pool (LGLP), ensure that the liability coverage offered through the LGLP extends
to operation of the Project, and furnish a copy of notice of coverage to SEEDA.
i. Finance Project items which are ineligible for Grant funding, as well as any
Project costs in excess of the estimated Project costs included in the Grant and
Loan application_
TgUninatian of this +Areement, SEEDA and Vacutech shall each have the right to
terminate this Agreement at any time for any reason prior to SEEDA's expenditure of
any Grant or Loan funds it received from WBC for the Project. Termination of this
Agreement prior to expenditure of Grant or Loan funds shall be accomplished by
providing the other party written notice thereof, In the event of such termination prior
to expenditure of Grant or Loan funds, each Party shall be released from performing all
obligations, covenants and promises contained in the Agreement and each Party shall
bear and be solely responsible for the payment of all costs and expenses of any kind or
nature that they have incurred pursuant to this Agreement.
After expenditure of any Grant or Loan funds for the Project, termination of this
Agreement shall only occur by mutual agreement in writing of both Parties, and only
when accompanied by a SEEDA-approved plan to resolve all outstanding matters
pertaining to the terms and conditions of the grant award.
7. S_,oyereian Immunity, SEEDA does not waive sovereign immunity by entering into this
Agreement and specifically retains the immunity and defenses available to it pursuant to
Wyo_ Stat. Ann. 1-39-204 and all other state laws.
Development Agreement Between the Sheridan Economic and Education Development
Authority And Vacuum Technologies, LLC
Attachment B to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 5 of 7
8. General Provisions.
a. This Agreement shall be binding upon and shall inure to the benefit of the
successors and assigns forthe respective Parties hereto, and any entities
resulting from the reorganization, consolidation or merger of either Party
hereto.
b. The Parties may request changes to this Agreement. Any changes,
modifications, revisions or amendments to this Agreement that are mutually
agreed upon by and between the Parties shall be incorporated by written
instrument, and effective when executed and signed by all Parties to this
Agreement.
c. The laws of the State of Wyoming shall govern the construction, interpretation
and enforcement of this Agreement. The courts of the State of Wyoming shall
have jurisdiction over any action arising out of this Agreement.
d. The Parties shall not assign or otherwise transfer any rights or delegate any of
the duties set forth in this Agreement without prior written consent of the other
Parties.
e. This Agreement constitutes the entire understanding and agreement between
the Parties relating to the subject matter hereof and supersedes all prior
agreements, representations or understandings between the parties relating to
the subject matter hereof.
f, This Agreement may be signed counterparts.
g, The undersigned representative of Vacutech represents and warrants that they
have the approval and authority of Vacutech to sign and execute this
Agreement on behalf of Vacutech.
h. All notices, demands, requests and other writing required or permitted to be
given hereunder shall be deemed dully given if delivered or if mailed by certified
mail and addressed to the following:
If to SEEDA Sheridan Economic and f. ducation Development Authority
Ken Thorpe, Chair
55 Grinnell Plaza
Sheridan, WY 82801.
If to Vacutech: Vacuum Technologies, LLC
John F. Tucker, CECT
1350 High Tech 0rive
P.O. Box 3048
Sheridan, WY 82801
I . Any of the Parties shall reserve the right to specify in writing in the manner
provided, another address to which subsequent notices or writings to such Party
shall be given. Any notice given hereunder shall be deemed to have been given
as of the date delivered or mailed.
Development Agreement Between the Sheridan Economic and Education Development
Authority And Vacuum Technologies, LLC
Attachment B to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 6 of 7
SIGNED AND EXECUTED by the Parties effective as of the date set forth above.
SHERIDAN ECONOMIC AND EDUCATION DEVELOPMENT AUTHORITY
By: - -
Ken Th pe; C alrman
ATTEST -
Cecilia Good, City of Sheridan Clerk
VACUUM TECHNOLOGIES, LLC
f}
ohn F. TurkP •, tE0
Development Agreement Between the Sheridan Economic and Education Development
Authority And Vacuum Technologies, LLC
Attachment B to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board - Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 7 of 7
ATTACHMENT C TO THE
BUSINESS READY COMMUNITY GRANT AND LOAN PROGRAM
GRANT AGREEMENT BETWEEN THE WYOMING BUSINESS COUNCIL AND
THE SHERIDAN ECONOMIC AND EDUCATIONAL DEVELOPMENT AUTHORITY
JOINT POWERS BOARD
OPERATIONS AND MAINTENANCE AGREEMENT
BETWEEN THE SHERIDAN ECONOMIC AND EDUCATIONAL DEVELOPMENT AUTHORITY
AND
VACUUM TECHNOLOGIES, LLC
This Agreement (hereinafter referred to as "Agreement") is made and entered into on this _U_ day of
QC.tQMr_ 2017, by and between the Sheridan Economic & Educational Development
Authority, a joint powers board, (hereinafter referred to as "SEEDA") whose address is 55 Grinnell Plaza,
PO Box 848, Sheridan, Wyoming 82801; and Vacuum Technologies, LLC. (hereinafter referred to as
"Vacutech"), a Wyoming nonprofit corporation, whose address is 1350 Hi -Tech Drive, PO Box 3048,
Sheridan, WY 82801.
1. Purpose. The purpose of this agreement is to establish the mutually agreed upon terms and
conditions for the operation by Vacutech of the manufacturing facility and grounds owned by
SEEDA, with a physical address of 1350 High Tech Drive (hereinafter referred to as "Facility"),
Further, this Agreement outlines the responsibilities of each party in ensuring compliance with
the terms and conditions of the $2,999,496 in Wyoming Business Counsel grant funding and
$1,225,000 in Wyoming Business Council loan funding used to construct the Facility. In
accepting funding from the Wyoming Business Council, SEEDA, embraced the following goals for
the Facility;
a. Increase funding for SEEDA to be used for additional economic development activities.
b. Increase the number of Jobs in the manufacturing sector in Sheridan,
c. Support growth of target industries and realize increased development at the Sheridan
High -Tech Park.
d. Grow the local tax base.
2. Terms of Agreement. This Agreement is effective upon the date of this Agreement and will
remain effective for as long as Vacutech and SEEDA are bound by a lease agreement for the
Facility and associated grounds.
3. Responsibilities of SEEDA.
a. Lease Agreement. Subject to the terms of a separate lease agreement, SEEDA shall
lease the Facility to Vacutech for the purposes outlined below in Section 4.b.
b. Grant Reporting and Record Keeping, SEEDA shall ultimately be responsible for
demonstrating grant agreement compliance for the facility, and for preparing all annual
reporting to the Wyoming Business Council. SEEDA shall maintain records of all
correspondence and reports to the Wyoming Business Council.
Operations and Maintenance Agreement Between the Sheridan Economic and Educational Development Authority
and
Vacuum Technologies, LLC,
Page 1 of 7
Attachment C to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Pagel of 7
c. Support. SEEDA shall endeavor to support Vacutech in anyway it deems appropriate to
aid Vacutech in meeting its responsibilities outlined in this Agreement.
4. Responsibilities of Vacutech.
a. Lease Agreement. Vacutech shall be subject to a separate lease agreement which shall
govern Vacutech's tenancy of the Facility.
b. Grant Reporting and Record Keeping. Vacutech shall maintain programmatic and
financial records sufficient to allow SEEDA to meet the grant reporting requirements of
the Wyoming Business Council. Given reasonable notice, Vacutech shall provide the
following information to SEEDA to support their annual report to the Wyoming Business
Council.
Employment including: Number of jobs, job type, annual wages, and
benefits created to date as a result of operation of the Facility.
ii. Activities and assessments/evaluations that document or show support
in meeting the goals outlined in the original grant application:
1. Increase job growth in Sheridan County in the near term.
2. Catalyze future job growth in Sheridan.
3. Generate revenue for SEEDA for additional economic development
activities.
iii. Other narrative that conveys the accomplishments, trends, issues and
concerns related to the operation of the Facility_
iv. Other documentation: If available, any other documentation of the
operation of the Facility such as photographs and newspaper reports.
c. Operation of Facility
i. Use of Facility Generally. Vacutech shall design, engineer, and manufacture
industrial central vacuum systems and associated parts and products.
fl. Hours of operation. With demonstrated community demand, Vacutech shall
operate the Facility Monday through Friday, 5:00 a,m. until 12:00 midnight,
iii. Positions employed, Working under the assumptions of the Business Plan,
Vacutech shall endeavor to employ a total of 44 full time equivalent positions in
the first 3 years of commencing operations at the Facility. if economic
conditions change in such a manner that would not allow Vacutech to achieve
Operations and Maintenance Agreement Between the Sheridan Economic and Educational Development Authority
and
Vacuum Technologies, LLC.
Page 2 of 7
Attachment C to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 2 of 7
the project numbers listed above, Vacutech will submit an updated plan with
revised employment numbers and an explanation of the change in economic
factors causing the need to revise the employment numbers.
d, Professional Development Opportunities. Working in conjunction with Sheridan College
and other appropriate state and local entities, Vacutech shall seek to provide
professional development opportunities to local students looking to pursue a career in
manufacturing.
e. Reporting. Vacutech shall prepare the following at its own expense:
i. Quarterly Reports. Vacutech shall report quarterly to SEEDA on the following:
1. A summary of Vacutech's activities and pursuit of Facility goals.
2. Current employment levels.
3, Professional development opportunities offered.
4. A summary of revenues and expenditures.
ii. Annual Financial Report. Vacutech shall provide SEEDA with copies of its IRS
Form 1065 within 90 days of its filing each year, Vacutech shall also provide
unaudited financial statements with limited verification performed by a SEEDA
designee on items such as:
1. Payment of payroll taxes.
2. Insurance status.
3. Grant compliance with other funding agencies.
4. Pending litigation
S. Sovereign Immunity. SEEDA does not waive sovereign immunity by entering into this
Agreement, and specifically retains the immunity and defenses available to it pursuant to
Wyo.Stat.Ann. 1-39-104 and all other state laws,
6. Maintenance Responsibilities.
a. Responsibilities of SEEDA. SEEDA will be responsible for operation and maintenance
responsibilities throughout the term of the leases as specified:
I. Site/Grounds
1. Provide proper drainage of the site to keep water away from the
building and to eliminate puddles and ice buildup.
2. Provide any necessary fencing.
3, Provide and maintain proper traffic control signage,
Operations and Maintenance Agreement Between the Sheridan Economic and Educational Development Authority
and
Vacuum Technologies, I.I.C.
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Attachment C to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 3 of 7
4. Repair or replace broken, damaged underground sprinkler system and
Winterize underground sprinkler system each year.
ii, Building Exterior
1. Provide watertight, secure, insulated building envelope. Maintain
sealants, coatings, paints, and other materials for functional, attractive
exterior.
2. Replacement of damaged or dilapidated building components such as
roof assembly, doors, windows, siding, fascia, soffits, etc.
111. Building Structure
1. Repair or replace all failing, damaged, or improperly functioning
interior components and finishes.
iv. Building Interiors
1. Provide finished, safe, code compliant property functioning Interior
components and finishes.
2. Replace dilapidated interior finishes such as wall and ceiling finishes,
flooring, plastic laminate casework, countertops, etc.
v. Mechanical systems and equipment
1, Repair or replace failing or dilapidated HVAC, plumbing, or fire
protection equipment.
2. Yearly Inspection of all mechanical equipment, with tenant present.
vi. Electrical Systems and Equipment
vii, Other
1. Repair or replace failing or dilapidated primary or secondary electrical
gear, lighting Fixtures, electrical receptacles, and all other electrical
fixtures and equipment.
2. Maintain and certify proper operation of fire alarm systems.
3. Provide raceways and access for telephone, and IT systems.
1. Review and approve all improvements as they become necessary for
needs of tenant's operations prior to any improvements_
b. Vacutech responsibilities. Vacutech will be responsible for operation and maintenance
responsibilities throughout the term of the leases as specified:
I. Site/Grounds
Operations and Maintenance Agreement Between the Sheridan Economic and Educational Development Authority
and
Vacuum Technologies, 11C,
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Attachment C to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 4 of 7
I. Keep grounds clean of debris, snow and ice such that water cannot
puddle and freeze or be held against the building
2. Remove snow and debris from parking lot, driveways, sidewalks and
gutters for safe access to and from the building.
3. Maintain latches, hinges and locks on gates and maintain any fencing
for cleanliness and safety.
4. Provide and Install any signage specific to tenant operations.
5. Maintain and water lawn, trees and shrubs and keep site and grounds
clean.
11. Building Exterior
1. Keep building exterior clean including walls, windows, doors, and roofs
and keep gutters and downspouts clean and free of debris to allow
proper drainage.
2. Minor repairs and maintenance of roofing, doors, windows, siding,
fascia, soffits, etc.
iii. Building Structure
1. Protect structural elements from excessive loading, cutting, or
modifications,
iv. Building Interiors
1. Protect interior components and finishes from abuse. (it is expected
that normal wear of interior components and finishes will occur)
2. Repair or replace interior components or finishes that are damaged as
a direct result or abuse or accidental damage of the tenants
operations,
v. Mechanical systems and equipment
1. Maintain HVAC, plumbing, and fire protection equipment with routine
scheduled maintenance, such as filter replacement.
2. Quarterly inspection of all mechanical equipment including a written
report of results of inspection to landlord within 30 days after the
Inspection.
3. Maintain fire suppression system,
vi. Electrical Systems and Equipment
1, Protect electrical fixtures and equipment from abuse and from
unauthorized overloading or modifications. Provide proper lamp and
bulb replacement in light fixtures.
Operations and Maintenance Agreement Between the Sheridan Economic and Educational Development Authority
and
Vacuum Technologies, LLC.
Page 5 of 7
Attachment C to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 5 of 7
2. Maintain and certify proper operation of fire alarm systems.
3. Provide and install equipment and wiring for rewiring for telephone,
and IT systems as approved by Landlord.
vii, Other
1. Improvements as they become necessary for needs of tenant's
operations.
7. General Provisions.
a. This Agreement shall be binding upon and shall inure to the benefit of the
successors and assigns for the respective parties hereto, and any entities
resulting from the reorganization, consolidation or merger of either party
hereto.
b. The parties may request changes to this Agreement. Any changes
modifications, revisions or amendments to this Agreement that are mutually
agreed upon by and between the parties shall be incorporated by written
instrument, and effective when executed and signed by all parties to this
Agreement.
c, The laws of the State of Wyoming shall govern the construction, interpretation
and enforcement of this Agreement, The courts of the State of Wyoming shall
have jurisdiction over any action arising out of this Agreement.
d. The parties shall not assign or otherwise transfer any of the rights or delegate
any of the duties set forth in this Agreement without prior written consent of
the other parties.
e. This Agreement constitutes the entire understanding and agreement between
the parties relating to the subject matter hereof and supersedes all prior
agreements, representations or understandings between the parties relating to
the subject matter hereof.
f. The undersigned representative of SEEDA and VACUTECH represents and
warrants that he has approval and authority of SEEDA and/or VACUTECH to sign
and execute this Agreement on behalf of SEEDA and VACUTECH.
g. All notices, demands, requests and other writings required or permitted to be
given hereunder shall be deemed duly given if delivered or of mailed by certified
mail, and addressed to the following:
If to SEEDA Sheridan Economic and Education Development Authority
Ken Thorpe, Chair
operations and Maintenance Agreement Between the Sheridan Economic and Educational Development Authority
and
Vacuum Technologies, LLC,
Page 6 of
Attachment C to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 6 of 7
55 Grinnell Plaza
Sheridan, WY 82801
If to Vacutech: Vacuum Technologies, LLC
John F. Tucker, CEO
1350 High Tech Drive
P.O. Box 3048
Sheridan, WY 82801
h. Either of the two parties shall reserve the right to specify In writing in the
manner provided, another address to which subsequent notices or writings to
such party shall be given. Any notice given hereunder shall be deemed to have
been given as of the date delivered or mailed.
IN WITNESS WHEREOF, the parties execute this agreement as of the date set forth above.
SHERIDAN ECONOMIC AND EDUCATIONAL DEVELOPMENT AUTHORITY
By: — --
Ken r airman
ATTEST: -
Cecilia Good, City of Sheridan Clerk
VACUUM TECHNOLOGIES,
John F
Operations and Maintenance Agreement Between the Sheridan Economic and Educational Development Authority
and
Vacuum Technologiles, LLC,
Page 7 of 7
Attachment C to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Page 7 of 7
ATTACHMENT D TO THE
BUSINESS READY COMMUNITY GRANT AND LOAN PROGRAM
GRANT AGREEMENT BETWEEN THE WYOMING BUSINESS COUNCIL AND
THE SHERIDAN ECONOMIC AND EDUCATIONAL DEVELOPMENT AUTHORITY
JOINT POWERS BOARD
Sheridan Economic and Educational Development Authority
WBC Grant Revenue Recapture Plan
The Sheridan Economic and Educational Development Authority ("SEEDA") will enter into a ten-
year lease with Vacutech under which Vacutech will lease the Sheridan High -Tech Park
Manufacturing Facility with an option to purchase the facility after five years. Revenue
generated from the lease and purchase of the facility will be recaptured by SEEDA as set forth in
the attached financial model. Recaptured funds will be used to support economic development
activities and for repayment of the WBC loan as set forth below.
As detailed in the attached financial model, SEEDA will lease the Sheridan High -Tech Park
Manufacturing Facility to Vacutech at 55.25/square foot which is in-line with market rates for
industrial buildings in Sheridan. At 40,000 square feet, this will require a lease payment from
Vacutech to SEEDA of $17,500 per month.
Distribution of Revenue
SEEDA will distribute the $17,500 in monthly lease revenue as follows;
First, SEEDA will service the debt on the $1,225,000 loan from the Wyoming Business Council. If
the loan is structured as a 30 -year loan with a 3.5% annual interest rate, the monthly payments
from SEEDA to WBC for repayment of this loan will total S6,736. After the monthly loan
payment, SEEDA will have net monthly revenue of $10,764.
After making the monthly loan payment, SEEDA will then put aside $417/month for insurance
on the building ($5,000/year) and $3,000/month for a long-term maintenance fund
($36,000/year). The $3,000/month deposit into the maintenance fund is calculated to generate
approximately 8% of the value of the building over a ten year period which is a reasonable fund
to account for significant repair and replacement costs on items such as HVAC, roofing, etc.
After making the monthly loan payment and putting aside funds for Insurance and maintenance,
SEEDA will have net monthly revenue of $7,348.
SEEDA will use this net monthly revenue for economic development activities as set forth below.
On a month-to-month basis, the loan repayment from SEEDA to WBC will recapture
approximately 48% of the net revenue from the lease payments on this project.
At the end of year 5 and continuing until the end of year 6, Vacutech will have an option to
purchase the Sheridan High -Tech Manufacturing Facility from SEEDA. The purchase price set
forth in this option will be the market value of the building (calculated based on land and
construction costs appreciating at 2% per year) minus the present value of the land donated to
SEEDA by Vacutech, minus the lease payments made by Vacutech up to the point that the
option is exercised.
If Vacutech were to exercise its purchase option at the end of year five, the building and land
would have a market value of $5,024,645. After rebates for the land donated to the project by
Vacutech and for the lease payments made by Vacutech through year five, Vacutech would
purchase the building for $3,643,665.
Upon purchase, SEEDA would use the proceeds from the purchase to repay the remaining
principal on the WBC loan. If Vacutech were to purchase the building at the end of year five, the
outstanding loan balance would total $1,017,947. Upon payment of the loan balance, SEEDA
would have net revenues of $2,625,718 which would be used by SEEDA for economic
Attachment D to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
Pagel of 2
development activities as set forth below. upon repayment of the WBC loan, WBC will have
recaptured $1,422,087 in revenue from this project or 41% of the total funds recaptured from
this project.
If Vacutech does not exercise its purchase option by the end of year six, then Vacutech would
continue leasing the Sheridan High -Tech Park Manufacturing Facility for another four years will
lease payments appreciating at 2% per year. Net monthly revenues under this scenario would
be recaptured as set forth above (debt service, insurance, maintenance fund, and then
economic development). After year six, Vacutech could purchase the facility at any time and
would receive a rebate for the value of the donated land but would not receive a rebate for
lease payments. This loss of the rebate for the lease payments will create a powerful incentive
for Vacutech to purchase the facility during year six. If Vacutech were to purchase the facility
after year six, SEEDA would use the net revenues from the sale to pay off the principal balance
on the WBC loan and then would dedicate remaining revenues to economic development.
Economic Development Activities Supported by SEEDA Recapture
SEEDA will use the revenue recaptured from this project for the following economic
development purposes:
25% of recaptured funds to be set aside as project funds for SEEDA initiatives for
development of capital projects, workforce training, or job creation initiatives in
Sheridan County; for the purposes of economic and educational development of the
Sheridan Community, This includes further development of workforce related
educational and training opportunities, and helping catalyze economic activity in
identified target industries.
■ 25% of recaptured funds to be committed toward the further development and
maintenance of project ready property in the Sheridan Hi -Tech Park or other locations
identified by the SEEDA Board,
•
50% to be held in reserve for other business recruitment and retention efforts identified
by the SEEDA Board.
Management of Funds
SEEDA, and its member entities, have many years of experience administering and management
grant and loan funding. In accordance with SEEDA by-laws and in keeping with the activities
listed above, SEEDA will be responsible for the management and utilization of recaptured funds.
- - J,
ad
Ke rpCh
e, air Date
Sheridan Economic and Education Development Authority
Attachment D to the Agreement Between the Wyoming Business Council and the Sheridan Economic and
Educational Development Authority Joint Powers Board — Hi -Tech Business Park Manufacturing Facility
Business Committed Project
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