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2021-193-Resolution No. 2021-029 Recorded 5/13/2021FX,V,IEWED � )a LEGAL COUNSEL Recorded in Deschutes County CJ2�21-193 Nancy Blankenship, County Clerk Commissioners' Journal 05/13/2021 10:15:58 AM 2021-193 BEFORE THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON A Resolution Authorizing a Long -Term Rural Oregon Enterprise Zone Exemption on Taxable * RESOLUTION NO.2021-029 Property for S.A. Piazza & Associates, LLC, and Grand Design, LLC WHEREAS, the City of Redmond ("City") and Deschutes County ("County) are sponsors of a Rural Oregon Enterprise Zone located within Deschutes County known as Greater Redmond Area Enterprise Zone; and WHEREAS, pursuant to the Oregon Revised Statutes, the sponsors of the Greater Redmond Area Enterprise Zone have negotiated an Agreement with S.A. Piazza & Associates, LLC and Grand Design, LLC regarding the construction and operation of a facility by S.A. Piazza & Associates, LLC and Grand Design, LLC, within the designated Enterprise Zone; and WHEREAS, Oregon law requires the Redmond City Council and the Deschutes County Board of Commissioners each to adopt a resolution approving the property tax exemption for the facility to be constructed, and operated by S.A. Piazza & Associates, LLC and Grand Design, LLC within the Enterprise Zone; now therefore, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON AS FOLLOWS: Section 1. The Agreement for Long -Term Rural Enterprise Zone Abatement (attached hereto as Exhibit 1) on Taxable Property in Redmond, Oregon, between the City, County, and by S.A. Piazza & Associates, LLC and Grand Design, LLC, is hereby approved. Section 2. The not more than fifteen -year property tax exemption as allowed by Oregon Law for the facility to be constructed by S.A. Piazza & Associates, LLC and Grand Design, LLC, in the Greater Redmond Area Enterprise Zone, is hereby approved. PAGE 1 OF 2 — RESOLUTION NO.2021-029 Section 3. This Resolution shall take effect immediately from and after its adoption. Dated this of , 2021 ATTEST: Recording Secretary BOARD OF COUNTY COMMISSIONERS OF DESCHUTES COUNTY, OREGON ANTHONY DeBONE, Chair lo-� eq--� P IL CHANG, Vice Chair � A, o-� PAT I ADAIR, Commissioner PAGE 2 of 2 — RESOLUTION NO.2021-029 Exhibit 1 Resolution 2021-029 GREATER REDMOND AREA ENTERPRISE ZONE AGREEMENT FOR LONG-TERM RURAL ENTERPRISE ZONE ABATEMENT This agreement for Long -Term Rural Enterprise Zone Abatement ("Agreement") is executed by and among DESCHUTES COUNTY, OREGON, a political subdivision of the State of Oregon ("Deschutes County"), the CITY OF REDMOND, OREGON ("City of Redmond), the CITY OF SISTERS, OREGON ("City of Sisters"), and S.A. PIAZZA & ASSOCIATES, LLC, an Oregon limited liability company, and GRAND DESIGN, LLC, an Oregon limited liability company (collectively "Piazza"), herein collectively referred to as "Parties". RECITALS Deschutes County, City of Redmond and City of Sisters are Sponsors of the Greater Redmond Area Enterprise Zone pursuant to the Oregon Enterprise Zone Act (ORS 285C.050 to 285C.250), and are collectively referred to herein as the "Zone Sponsors". With the aid of tax incentives from the Zone Sponsors, Piazza, either directly or through an affiliate, intends to invest approximately $40,000,000.00 in the Greater Redmond Area Enterprise Zone and to hire approximately 50 new employees related to the construction and operation of a new food processing facility on a parcel of land located at the southeast corner of 9th and Antler Streets, Redmond, with a projected place -in-service date of January 1, 2023. Piazza has submitted an Oregon Enterprise Zone Certification Application under ORS 285C.403(1) and (2), which is currently pending. Piazza must execute a first -source hiring agreement for the period of property tax exemption, pursuant to ORS 285C.215, regarding the new permanent jobs created in Deschutes County. NOW THEREFORE, in recognition of the foregoing recitals, in consideration of the covenants contained herein, and in accordance with ORS 285C.400 through 285C.420, the Parties hereby agree as follows: AGREEMENT Exemption: The Sponsors jointly acknowledge and agree that, upon timely submission by Piazza of an application for certification, and upon certification by the Sponsors and the Deschutes County Assessor, and conditioned upon the satisfaction of other requirements under ORS 285C.400 to 285C.420 and this Agreement, the Facility will be exempt from ad valorem property tax on the Facility as designated by the Assessor and as provided in ORS 285C.409(1). As defined in ORS 285C.400, as used herein "Facility" includes the land, real property improvements, and personal property including fixtures, furnishings, and equipment used in Piazza's business operations on the property. The property tax exemption granted by this Agreement will to the maximum extent Piazza Agreement for Long -Term Rural Enterprise Zone Abatement — February 25, 2021 Page 1 of 7 0C•2021. 24 4 permitted by law exempt from all ad valorem property taxation on the real property improvements, personal improvements, and all tangible and intangible personal property (excluding land and pre-existing property, as set forth in ORS 285C.409(5)) comprising of installed, constructed, added or otherwise placed at the Facility, all as set forth in ORS 285C.409 and OAR 123-690-0100 and 123-690-6200. 2. Terms of Exemption: Pursuant to ORS 285C.409(1)(c), and conditioned upon the satisfaction of other continuing requirements under ORS 285C.400 to 285C.420 and this Agreement, the Facility (as defined in Section 1 above) will be considered for exemption from ad valorem property tax for a total of not more than 15 consecutive property tax years ("Exemption Period"), which shall commence as of the first tax year in which the Facility is in service as of the assessment date. For these purposes, "in service" is triggered upon issuance of a certificate of occupancy. 3. Scope of Exemption: Pursuant to ORS 285C.409(1)(a) and (b) and subject to determination(s) of the Assessor, and the provisions of Section 1 of this Agreement, Piazza will be entitled to exemption from ad valorem property tax with respect to all qualified property as defined in ORS 285C.180, whether leased or owned and whether tangible or intangible, of Piazza and used in connection with the development and construction of the Property. 4. Obligations of Piazza: Piazza will comply with the following conditions as authorized by ORS285C.403(3)(c), which constitutes consideration for the extension of the exemption beyond seven years: a. Statutory and Administrative Rule Requirements: Piazza agrees to comply with the requirements of ORS 285C.409 and 285C.412(3) as well as those provided in Oregon Administrative Rules (OAR) Chapter 123, Division 690, including: i. Minimum Facility Investment: As provided in ORS 285C.412, by the end of the calendar year in which the Facility is placed in service, the total cost of the Facility will be approximately $40,000,000, as determined in accordance with OAR 123-690-4000. ii. Minimum Employment: Piazza will hire at least 50 new full-time employees at the Facility (as defined in Section 1 above) in addition to their current baseline of 64 employees by the end of the third calendar year following the year in which the Facility is placed in service, and will thereafter continue to employ not less than 114 full-time employees during the term of this Agreement, as determined in accordance with OAR 123-690-4200. iii. Minimum Employee Compensation: Piazza agrees that the annual average compensation, based on payroll, for all employees at the Facility will be at least 150 percent of average wage in Deschutes County, as reported in the Oregon Piazza Agreement for Long -Term Rural Enterprise Zone Abatement — February 25, 2021 Page 2 of 7 Employment Department's Quarterly Census of Employment and Wages for all industries and ownerships for Deschutes County, as determined in accordance with OAR 123-690-4600. This requirement may be initially met in any year during the first five years after the year in which the Facility is placed in service, and thereafter is met if the annual average compensation for the year equals or exceeds 150 percent of the average wage for Deschutes County in the year in which the requirement was initially met, as determined in accordance with OAR 123-690-5000. b. Community Service Fee Payments: Annual fee payments will be made to the City of Redmond for the purpose of offsetting the impact this project will have on the City of Redmond's targeted public safety staffing levels, as follows: Piazza must submit a certified true copy of its quarterly tax Forms 132 and annual Form W3 to Redmond Economic Development, Inc. ("Zone Manager") not later than 30 days after filing the form with the appropriate taxing authority. The Zone Manager will maintain these forms as confidential, except as necessary to report to the City of Redmond the number of full-time equivalent employees at the Facility. ii. The Zone Manager will send Piazza an invoice for the Community Service Fee, which must be paid to the City of Redmond within 30 days of Piazza's receipt of the invoice. The initial fee rate will be calculated on the basis of $618 per full- time equivalent employee at the Facility. iii. The fee rate will be adjusted annually starting January 1, 2022, based on the Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W), 12- month change calculated in November of the previous year. As an example, the November 2019 CPI-W was 250.644 relative to the November 2018 CPI-W of 245.933 resulting in a 1.92% increase on January 1, 2020. In no event will the CSF rate decrease from the previous year's rate. c. Deadlines: Piazza must: Commence construction at the Facility by not later than twenty-four months following the Effective Date of this Agreement. Obtain the Certificate of Occupancy for the Facility by not later than twenty four months after issuance of building permit(s) for the Facility and notify the Deschutes County Assessor within sixty (60) days of receiving the Facility's Certificate of Occupancy. 5. Obligations of Sponsors: The Zone Sponsors will comply with the following conditions: Piazza Agreement for Long -Term Rural Enterprise Zone Abatement — February 25, 2021 Page 3 of 7 a. Resolutions: Within 30 days of the Effective Date (as that capitalized term is defined below), and subject to written confirmation of consent from the Assessor, the governing body of each Zone Sponsors will adopt resolutions approving and authorizing the execution of this Agreement. Such resolutions shall serve to approve the Facility for a property tax exemption under ORS 285C.409 and constitute the resolutions described in ORS 285C.403(3)(a). b. Certification: Within 30 days of satisfaction of the criteria set forth under ORS 285C.403(3), Zone Sponsors and the Assessor will review, and if deemed appropriate and compliant, approve and countersign the application submitted by Piazza, thereby certifying Piazza as eligible for the property tax exemption contemplated by this Agreement. c. Tax Exemption: Zone Sponsors hereby set the period of the property tax exemption for purposes of ORS 285C.409(1)(c) to be not more than 15 consecutive years commencing upon issuance of a certificate of occupancy. d. Sponsor Support: Zone Sponsors will support Piazza's efforts to qualify for and obtain other incentives in connection with the Facility, including by promptly executing such letters or other documents of support as may be reasonably requested by Piazza, but Zone Sponsors make no warranty with respect to their ability to affect any outcome in such regards. 6. Termination Rights: Each party may terminate this Agreement as follows: a. Piazza's Termination Right: If any condition contained in this Agreement fails to be satisfied for any reason, Piazza may elect to terminate this Agreement by delivery of written notice thereof to each of the Zone Sponsors. Upon delivery of any such notice, this Agreement will be of no further force or effect and no party will have any further rights or obligations hereunder, except for obligations owing and unpaid on the date of termination; provided, however, that the Zone Sponsors shall not have the right to seek recoupment of any abated ad valorem taxes for previous tax years upon termination of this Agreement. Sponsors' Termination Right: If Piazza fails to make any payment required under this Agreement within 30 days of the due date of such payment, or fails to fulfill any applicable Statutory provision, Administrative Rule, or other obligation of this Agreement within 30 days of receiving written notice specifying the obligation that is in default, any Zone Sponsor may provide written notice of termination to Piazza. Such written notice must provide an additional 60-day period for Piazza to cure the default or deficiency prior to the termination date. Upon failure of Piazza to cure the default of deficiency by the termination date, this Agreement will be of no further force or effect, and no party will have any rights or obligations hereunder, except for obligations owning and unpaid on the date of termination, and all aspects Piazza Agreement for Long -Term Rural Enterprise Zone Abatement— February 25, 2021 Page 4 of 7 of the Facility will become subject to the usual ad valorem property tax; provided, however, that the Zone Sponsors shall not have the right to seek recoupment of any abated ad valorem taxes for previous tax years upon termination of this Agreement. c. Mutual Termination Right: The parties may terminate this Agreement at anytime upon mutual written agreement of termination. 7. Miscellaneous Provisions: Effective Date and Deadlines: This Agreement shall become effective on the date at which it has been signed by all of the Parties. No party will be held to have failed to meet a deadline set forth in this Agreement if the failure is reasonably attributable to, arises out of, or results from causes beyond the reasonable control of the party, including without limitation by reason of actions of, business limitation (such as "stay at home" orders), or business closure orders by governmental or other regulatory authorities, acts of God (including flood, fire, pandemic, or acts of nature), emergency proclamations and restrictions by a governmental authority with jurisdiction, acts of terrorism, labor disturbance, wars, riots, or other civil disturbances. b. Assignment: Pizza may assign, upon written notice and authorization in the name of the assignee, its rights and obligations under this Agreement to a new entity only upon written consent of the Zone Sponsors (consent shall not be unreasonably withheld). c. Amendment: This Agreement may be amended only by a written document signed by all parties. d. Waiver: No waiver will be binding on a party unless it is in writing and signed by the party making the waiver. A party's waiver of a breach of a provision of this Agreement will not be a waiver of any other provision or a waiver of a subsequent breach of the same provision. e. Severability: The parties agree that if any term of this Agreement is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if the Agreement did not contain the particular term her to be invalid. f. Governing Law: This Agreement is governed by the laws of the State of Oregon, without giving effect to any conflict -of -law principle that would result of the laws of any other jurisdiction governing this agreement. Piazza Agreement for Long -Term Rural Enterprise Zone Abatement — February 25, 2021 Page 5 of 7 g. Venue: Any action, suit, or proceeding arising out of the subject matter of this Agreement will be litigated in courts located in Deschutes County, Oregon. Each party consents and submits to the jurisdiction of any local, State or Federal court located in Deschutes County. h. Attorney's Fees: If any arbitration, action, suit, or proceeding is instituted to interpret, enforce, or rescind this Agreement, or otherwise in connection with the subject matter of this Agreement, including but not limited to any proceeding brought under the United State Bankruptcy Code, the prevailing party on a claim will be entitled to recover with respect to the claim, in addition to any other relief awarded, the prevailing party's reasonable attorney's fees and other fees, costs, and expenses of every kind, including but not limited to the costs and disbursements described in Oregon Rule of Civil Procedure (ORCP) 68A(2), incurred in connection with the arbitration, action, suit, or proceeding, any appeal or petition for review, the collection of any award, or the enforcement of any order, as determined by the arbitrator or court. i. Entire Agreement: This Agreement contains the entire understanding of the Parties regarding the subject matter of this Agreement and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the Parties with respect to the subject matter of this Agreement. Signatures: This Agreement may be signed in counterparts. A fax or electronic transmission of a signature page will be considered an original signature page. At the request of a party, the other party will confirm a fax- or electronic -transmitted signature page by delivering an original signature to the requesting party. [signatures on next page] Piazza Agreement for Long -Term Rural Enterprise Zone Abatement — February 25, 2021 Page 6 of 7 IN WITNESS WHEREOF, the Parties, by their respective duly authorized representatives, have executed this Agreement in the date down below: DESCHUTES COUNTY Name: iOAtWpNy ai/vj' o.M-- Title: &Ct-,-) 4S) &A'§e1-, Date: a y IV04-1/Y eZ4oL� ATTES • ?ocC &#c•As� Nameffitle. aro n CITY OF SISTERS CliameA,, Title: G� Date: ATTEST�,j iz Name/Tit�: F N r� � . Assl - S.�\,e tt . t?, er er- CITY OF REDMOND Name: We.+4 V/,q-C'03X Title: GfJy M44,vfZ Date: /.�J ATTEST; � ' Nametntle: ' Ct.y,inn % `'�en;Q",7Z7" ,js S.A. PIAZZA & ASSOCIATES, LLC ze�zo�— e: 5 i�• P//�Zzy4 Title: I/p�Gov Date: 3�S/Z12 , ATTEST: ' 1 !% Name/Title: AVA► P/i•+a7r r. ,� GRAND DESIGN, LLC Title: !/y/ G Date: ATTE5 . Name tie: /k. Piazza Agreement for Long -Term Rural Enterprise Zone Abatement - February 25, 2021 Page 7 of 7 CpG2 Ij Deschutes County Board of Commissioners 1300 NW Wall St, Bend, OR 97703 (541) 388-6570 - Fax (541) 385-3202 - https://www.deschutes.org/ AGENDA REQUEST & STAFF REPORT For Board of Commissioners BOCC Wednesday Meeting of May 12, 2021 DATE: May 7, 2021 FROM: David Doyle, Legal, 541-388-6625 TITLE OF AGENDA ITEM: Consideration of Board Signature of Resolution No. 2021-029, Authorizing a Long -Term Rural Oregon Enterprise Zone Exemption on Taxable Property for S.A. Piazza & Associates, LLC, and Grand Design, LLC.