Loading...
HomeMy WebLinkAbout2005-296 INDIAN RIVER COUNTY JOBS GRANT AGREEMENT d THIS AGREEMENT is made on the 6th day of September, 2005 by and be en Indian River County, a political subdivision of the State of Florida, by and through Board of Commissioners, hereinafter referred to as the COUNTY, and XStream Systems , a corporation authorized to do business in the State of Florida, hereinafter referred to as the COMPANY, whose Federal I. D . is 20- 1180466 . WITNESSETH : WHEREAS, it is the policy of the COUNTY to stimulate economic growth i Indian River County, by either attracting new businesses to Indian River County or by encouraging the expansion of existing businesses within Indian River County; and WHEREAS, the creation of new employment opportunities for residents of Indian River County and the increased tax revenues resulting from such business expansion or reldcation within Indian River County is beneficial to the local economy; and WHEREAS , the COUNTY has determined that offering a Jobs Grant Program encourages either businesses to expand within or new businesses to locate in Indian River Count and thereby creates new employment opportunities for the residents of Indian River County; and , WHEREAS , Indian River County, through its Board of County Commissioners, has created a local Jobs Grant Program and Fund ; and WHEREAS , the COMPANY will relocate to Indian River County and expand its existing business in Indian River County to create certain new employment opportunities at a certain average annual salary level in Indian River County in accordance with the county' s Jobs Grant Program criteria; and WHEREAS , the COMPANY has been determined to be eligible to receive a nobs Grant by the COUNTY ; and WHEREAS , the COMPANY acknowledges that this Agreement shall be based', upon proven performance of the requirements of these grant procedures ; and, WHEREAS , the COUNTY finds and declares that it is in the public interest to 'award a Jobs Grant to the COMPANY pursuant to the terms of this Agreement . NOW, THEREFORE , in consideration of the premises and mutual covenants hereinafter contained, the parties do agree as follows : 1 . Definitions . As used in this Agreement, the following terms shall in an : a. "Average Annual Wage" - includes salary, bonuses, and commissions . The Top Executive salary shall not be included in the average wage calculations . b . " Default " - failure to comply with the terms of the Agreement , C , "Effective Date" - shall have the meaning set forth in Paragraph 3 . A . herein . d. " Expansion of an existing business " - A business establishing 1 Q or more jobs to employ 10 or more full-time employees in the County. e . "Full-time Equivalent Job" - shall be defined as those posi ions that are scheduled for at least 35 hours per week . f. "New Business " - a business establishing 10 or more jobs to l0 10 or p Y more full-time employees in the County within the term of the giant provided that such business first begins operations on a site in the C unty clearly separate from any other operation owned by the same business . g . "Indian River County Average Annual Wage" - as determined by State of Florida Department of Labor the average annual wage per job in Indian River County. 2 , Term ; Termination . This Agreement shall be effective upon the date o execution of this contract by both parties hereto , and shall automatically terminate rive (5 ) years after the Effective Date unless terminated earlier by the County because of a default by the COMPANY . 3 , Grant Eligibility; Pavment Schedule a. The COMPANY will be eligible for a Jobs Grant (hereinafter " Grant") of an amount up to $500,000 , which Grant shall be payable over alfive (5 ) year period as follows : Year 1 - 20% ; Year 2 - 20% ; Year 3 -20% ; ear 4 - 20% ; Year 5 - 20% . The five (5 ) year period will begin with the building of the first phase of facilities construction or the date the Company hir s at least 50 employees (first year) , whichever date first occurs (the "Effetive Date") . The County shall pay $2 ,000 per Full-Time Equivalent Job . b . Performance Evaluation for Payment . The company' s erformance evaluation will be determined on an annual basis , by the information provided on the state ' s unemployment compensation report (UC T-6 form) as it relates to the number of new jobs created and maintained the annual -2 - average wage, and the percentage of new employees that are current residents of Indian River County, as stipulated in this contract. Payment of the local jobs grant shall be made to the Florida Economic Development Trust Fund on a yearly basis as specified by this agreement and as required by the State for state fiscal years 2007-08 , 2008 -09 , 2009 -2010 , 2010-2011 , and 2011 -2012 , provided XStream Systems Inc . receives state approval as a Quialified Target Industry for at least 250 qualifying jobs . If XStream Systems Inc . does not receive approval through the State ' s Qualified Target Industry Program, the initial payment of the Jobs Grant Funds shall be made after the building of the first phase of construction or the date the Company hires at least fifty (50) employees meeting the minimum salary requirements spe ified in this agreement (Effective Date) . Subsequent eligibility determinations shall be made at each subsequent anniversary of the Effective Date . Payment of Jobs Grant Funds shall be made within forty- five (45 ) days after the date the COMPANY submits the last annual unemployment compensation report comprising the Annual Job Status Report (as defined in Paragraph 7), and this payment obligation shall survive the termination of thi Agreement . Notwithstanding the foregoing, should the date for filing tf e last annual unemployment compensation report, as described above, not zoincide with the date that an eligibility determination is made, the COMPANY shall have the right to file a report, in form substantially similar o an annual unemployment compensation report, and in such event, suc i report shall constitute the Annual Job Status Report, the filing of which s lall begin the running of the forty- five (45 )-day period within which pa ent shall be made. 4 . Relocation Commitment . As a condition precedent to and as coni ideration for obtaining Jobs Grant Funds from the COUNTY, the COMPANY agre s to locate or expand its business operations to Indian River County for a period of a least five (5 ) years to a suitable site as described on Exhibit " A " , which is attached hereto and made a part hereof. 5 . Job Creation Commitment . As a further condition precedent to and as consideration for obtaining Jobs Grant Funds from the COUNTY, the COMPANY Gees to create a minimum of 250 Full-Time Equivalent Jobs (of which 250 jobs q alify for the county' s local job grant program) in Indian River County as more soIecifically set forth in Exhibit "B " , which is attached hereto and made a part hereof XStream Systems, Inc . commits to provide a minimum of 50 new jobs per contract year with a minimum salary as specified in the Salary Level Commitment in itern "6" of this contract . The Company' s failure to maintain its job creation commitment for any one year will result in the forfeiture of the Grant amount it was scheduled o receive for that year; however, such forfeiture will not preclude the Company ' s receipt of scheduled Grant amounts for subsequent years in which it is able to maintain its job -3 - I creation commitment. Before receiving any funding, the company must provide to the County a letter of credit or surety for business performance and minimum length of stay in the county ( 5 years) . 6 . Salary Level Commitment . As a further condition precedent to and as consideration for obtaining jobs grant funds from the COUNTY, the COMPANY agrees to pay each employee whose job is eligible for grants hereunder, an annual average salary of not less than $28,585.00 ($ 13 . 74 per hour) , without taking into account the value of any benefits . The COMPANY shall provide written verification satisfactory to the COUNTY to such average salaries in accordance with the provisions c f paragraph 7 herein below . The COMPANY ' S failure to maintain its salary level cornmitment for any one year will result in the forfeiture of the Grant amount for these Full-Time Equivalent Jobs where the salary commitment was not maintained which it was scheduled to receive for that year; however, such forfeiture will not preclude the Company' s receipt of scheduled Grant amounts for subsequent years in which it is able to maintain its salary level commitment . 7 . Annual Job Status . The COMPANY must provide the COUNTY with quarterly unemployment compensation reports (Form UCT-6) of its business operations within Indian River County on State form UCT-6 as amended which is attached hereto and made a part hereof as Exhibit "C ". The COMPANY shall provide the reports at the same time it provides the State of Florida with the reports, but no less frquently than semi -annually. The cumulative unemployment compensation reports roquired to be filed for the annual period prior to each eligibility determination shal collectively comprise the Annual Job Status Report . 8 , Grant Restriction. The Jobs Grant Funds available under this Agreement gr ent will be provided only for reimbursement of expenses associated with the physical move, relocation and/or expansion of the COMPANY to Indian River County, including but not limited to corporate or company relocation expenses , infrastructure costs, leasehold improvements, company sponsored child day care facilities, rent for company facilities , lease buyouts , training expenses and other expenses approved by the COUNTY . 9 , Default ; Termination. In the event the COMPANY defaults in the performance of its guarantees and commitments as provided for in this Agreement, the COUNTY may, at its option, terminate this Agreement. 10 , Indemnification . For ten and 0/ 100 ($ 10 . 00) dollars consideration, rec lipt of which is hereby acknowledged, the COMPANY shall indemnify and save harmless and defend the COUNTY, its agents , servants , and employees from and against any and all claims, liabilities , losses , and/or cause of action which may ari e from any -4- negligent act or omission of the COMPANY, its agents, servants, or a ployees in the performance of services under this Agreement . 11 , Forum ; Venue . This Agreement shall be governed by the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held in Indian River County or the Federal District Court for the Southern Dist ' ct of Florida. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing by law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or f i her exercise thereof. 12 . Lobbyist Certification. The COMPANY warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the COMPANY to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the COMPANY, any fee, commission, percentage, gift, or any other consideration contingent upon or resulting from the award or making of this Agreement . 13 , No Discrimination Certification. The COMPANY warrants and represents that all of its employees are treated equally during employment without regard to race, color, religion, disability, sex , age, national origin, ancestry, marital status, or sexual orientation. 14 . Attorneys' Fees . If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all expenses (including taxes) even if not taxable as court costs (including, without limitation, all such fees , costs and expenses incident to appeals) , incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled . 15 . Enforceability. If any term or provision of this Agreement, or the applidation thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. The Company' s failure to maintain its job creation commitment or j salary level commitment for any one year will result in the forfeiture of the Grant amount it was - 5 - scheduled to receive for that year; however, such forfeiture will not preclude the Company' s receipt of scheduled Grant amounts for those subsequent ears in which it is able to maintain its job creation and salary level commitment . 16 . Assignment . This Agreement may be assigned to any other person or firm only upon obtaining the County' s written approval . 17 . Conflict of Interest . The COMPANY represents that it presently has n interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required hereunder, as provided r in Florida Statutes 112 . 311 . The COMPANY further represents that no perso i having any interest shall be employed for said performance . 18 . Notices . All notices required in this Agreement shall be sent by certified mail, return receipt requested and if sent to the COUNTY shall be mailed to : Indian River County Community Development Director 184025 1h Street Vero Beach, Florida 32960 and if sent to the COMPANY shall be mailed to (current, official address) : XStream Systems, Inc . 38733 91h Square Vero Beach, Florida 32960 19 . Entire Agreement . The COUNTY and the COMPANY agree that at thi Agreement sets forth the entire Agreement between the parties , and that there are no promises or understandings other than those stated herein . None of the provisions, terms and conditions contained in this Agreement may be added to , modified, superseded or otherwise altered, except by written instrument executed by the parties hereto . IN WITNESS WHEREOF, the Board of County Commissioners of Indian ` ver County, Florida, has made and executed this Agreement on behalf of the COUNTY and the CO PANY has hereunto set its hand the day and year above written. BOARD OF COUNTY COMMISSIONERS ATT +�T •BY ; , OF INDIAN RIVER COUNTY © ;• BY : o C Thomas S . Lowther, ChairmanAW Jfr. pBarts '>Grle a> cfi 0 U o U W U w d a� 3 ~� 3 O tj o d r' Z aj 6 a' QL z O • • y � O. OnoC EXHIBIT " A " TO THE JOBS GRANT AGREEMENT BETWEEN INDIAN RIVER COUNTY AND XSTREAM SYSTEMS , INC. ( OMPANY) Company Identification and Information : Application date : August 16 , 2005 Company description : Xstream Systems , Inc . produces , designs , and manufactures X-Ray equipment nd software that identifies substances through molecular analysis . Currently the company as contracts with the Transportation Security Administration and Federal Aviation Admin ' stration . Its product is being marketed to the various federal government agencies as wel as local fire departments , police departments , hospitals , pharmacies , laboratories, and th U . S . postal service . Company ' s physical address in Indian River County : Xstream Systems , Inc . is looking at five ( 5 ) separate sites for its expansio within the County. The specific location will be determined at a later date . Company ' s mailing address (notify County of new address when known 3873 :3 Square, Vero Beach, FL 32960 - 8 - I' EXHIBIT " B " TO THE JOBS GRANT AGREEMENT BETWEEN INDIAN RIVER COUNTY AND XSTREAM SYSTEMS, INC . (C �UMPANY) I. Target Industry Category eligible for application , Animal Aquaculture ( SIC # 0273 ) Food and Kindred Products ( SIC # 20) Printing and Publishing (SIC # 27) Fabricated Metal Products ( SIC # 34) X Industrial and Commercial Machinery and Computer Equipment ( SIC # 35 ) Transportation Equipment ( SIC # 37) Transportation Services (SIC # 47) Communications ( SIC # 48) Computer Programming, Data Processing, and other Computer Service (SIC # 737) Health Services (SIC # 80) Other clean light industries that have average annual wages which are above the county-wide average annual wage II. Employment Commitment : The COMPANY is receiving this grant based upon its representation that it ill bring the following employment p yment opportunities to Indian River County: 1 ) X New, full-time employees eligible for grant application 2) X New, full-time employees that are existing County residents 3 ) X Minimum average annual salary for new , full-time employees 4) Average annual salary for Indian River County as determined) by ES -202 Report 5 ) # of new, full-time employees whose average annual salary is 125 % of Indian River County' s average annual salary 6) # of new, full-time employees whose average annual salary is 150% of Indian River County' s average annual salary 7) # of new, full-time employees whose average annual salary is 17 % of Indian River County' s average annual salary FACommunity Development\Users\EDplannrUobs Grant Program\X-StreamSystems Inc\job grant agreement - XStrea Systems v2 . doc