HomeMy WebLinkAbout2009-241 Arr) 17 - X
INDIAN RIVER COUNTY JOBS GRANT AGREEMENT
THIS INDIAN RIVER COUNTY JOBS GRANT AGREEMENT ("Agreement") is made
as of the 15 `" day of September, 2009 by and between Indian River County, a political subdivision of
the State of Florida, by and through its Board of Commissioners , hereinafter referred to as the
COUNTY , and OcuCue , LLC a limited liability company authorized to do business in the State of
Florida , hereinafter referred to as the COMPANY , whose Federal I . D . Number is 27 - 0264809 .
BACKGROUND RECITALS ,
WHEREAS , it is the policy of the COUNTY to stimulate economic growth in 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 relocation 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 County 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
WHEREAS , the COMPANY , in accordance with the county ' s Jobs Grant Program criteria,
will relocate to and expand its existing business in Indian River County to create new employment
opportunities that pay at or above Indian River County ' s average wage level ; and
WHEREAS , the COMPANY has been determined to be eligible to receive a Jobs Grant ; 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 :
I . Definitions . As used in this Agreement , the following terms shall mean :
a. "Annual Wage " - includes salary, bonuses , and commissions .
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b . " Default " - failure to comply with the terms of this Agreement .
C , "Effective Date " one shall have the meaning set forth in Paragraph 3 . A . herein .
d . " Expansion of an existing business " - shall be defined as a business
establishing 5 or more jobs to employ 5 or more full -time employees in the
County .
e . "Full -time Equivalent Job" - shall be defined as a position that is scheduled
for at least 35 hours per week .
f. "New Business " — shall be defined as a business establishing 5 or more jobs
to employ 5 or more full -time employees in the County within the term of the
Grant , (as such term is hereinafter defined) provided that such business first
begins operations on a site in the County clearly separate from any other
operation owned by the same business .
g . " Indian River County Average Annual Wage" — shall be defined as the
average annual wage per job in Indian River County as determined by Florida
Agency for Workforce Innovation, Labor Market Statistics Center, Quarterly
Census of Employment and Wages Program , in cooperation with the U . S .
Department of Labor, Bureau of Labor Statistics .
2 . Term , Termination . This Agreement shall be effective on September 15 , 2009 (the
"Effective Date " ) , and shall automatically terminate after the COUNTY has made
the last payment to the COMPANY unless terminated earlier by the COUNTY
because of a default by the COMPANY .
3 . Grant Eligibility; Payment Schedule .
a . The COMPANY will be eligible for a total Jobs Grant Funding (hereinafter a
" Grant " ) in an amount of up to $ 131 ,000 . Said Grant shall be payable in 3
year periods by Phase as more specifically set forth herein . The COMPANY
acknowledges and agrees that the initial Grant under this Agreement is
payable on a re - imbursement basis . The eligible Grant amount for each Phase
will be determined 1 year after each Phase date .
(i) For Phase 1 , at least 9 new qualifying jobs meeting the wage level
commitment in Section 6 of this Agreement must be provided by 12/31 /09 .
For each of the three annual successive periods that those jobs are maintained
at the required wage level , COMPANY shall receive 1 / 3 of the Grant amount
for those 9 jobs .
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(ii) For Phase II, at least 12 new qualifying jobs meeting the wage level
commitment in Section 6 of this agreement must be provided by 3 /31 / 10 . For
each of the three years that those jobs are maintained at the required wage
level , COMPANY shall receive 1 /3 of the Grant amount for those 12 jobs .
( iii)For Phase III, at least 4 new qualifying jobs meeting the wage level
commitment in Section 6 of this agreement must be provided by 12/3 1 / 10 . For
each of the three years that those jobs are maintained at the required wage
level , COMPANY shall receive 1 /3 of the Grant amount for those 4 jobs .
(iv)Failure of COMPANY to maintain the required eligible jobs for any of the
3 annual periods for any of the Phases will result in the reduction of the Grant
amount paid to company for that annual period . For instance , if by the end of
any of the annual periods , COMPANY has not provided the total eligible jobs
required or if COMPANY has provided the total jobs required, but the annual
wage for any of those jobs is less than required for that year, COUNTY will
lower the jobs grant award for the respective year. Thus by the end of this
Agreement, the total jobs grant award could be less than $ 131 , 000 .
b . Performance Evaluation for Payment. The COMPANY ' s performance
evaluation will be determined on an annual basis by the information provided
on the State ' s Quarterly Unemployment Compensation Report or similar
certified form in form and substance satisfactory to COUNTY from
COMPANY ' s professional employer organization (as so certified , herein
called UCT- 6 form) as it relates to the number of new jobs created and
maintained, and the annual wage, as stipulated in this Agreement. Currently ,
Administaff is COMPANY ' s professional employer organization . Eligibility
for Grant shall be determined 1 year after each Phase of jobs is provided . The
first Grant eligibility determination for Phase I will be made after 12/31 / 10 and
the last Grant eligibility determination for that phase will be made after
12/31 / 12 . For Phase II, the first Grant eligibility determination will be made
after 3 /31 / 11 and the last Grant eligibility determination for that phase will be
made after 3 /31 / 13 , For Phase III, the first Grant eligibility determination will
be made after 12/31 / 11 and the last Grant eligibility determination for that
phase will be made after 12/31 / 13 .
( i) Each job must meet the minimum wage requirements specified in this
Agreement . Payment of Grant shall be made within forty-five (45 ) days after
the date the COMPANY submits the latest State Quarterly Unemployment
Compensation Report comprising the Annual Job Status Report (as defined in
Paragraph 7) , and this payment obligation shall survive the termination of this
Agreement . Notwithstanding the foregoing , should the date for filing the last
quarterly unemployment compensation report , as described above , not
coincide with the date that an eligibility determination is made , the
COMPANY shall have the right to file a report, in form substantially similar
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to a quarterly unemployment compensation report, and in such event such
report shall constitute the Annual Job Status Report, the filing of which shall
begin the running of the forty-five (45 )-day period within which payment
shall be made .
4 , Relocation Commitment . As a condition precedent to and as consideration for
obtaining Jobs Grant Funds from the COUNTY, the COMPANY agrees to locate or
expand its business operations to a suitable site in Indian River County as described
on Exhibit " A" , which is attached hereto and made a part thereof, until at least
12/31 / 13 .
5 . Job Creation Commitment . As a further condition precedent to and as consideration
for obtaining Jobs Grant Funds from the COUNTY , the COMPANY agrees to create
a minimum of 25 Full -Time Equivalent Jobs (of which 25 jobs qualify for the
County ' s local job grant program) in Indian River County as more specifically set
forth in Exhibit " B " , which is attached hereto and made a part hereof.
6 . Wage 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 a Grant hereunder an annual wage of not less
than $26 , 282 . 25 per position for each of 2 positions ; not less than $ 35 , 043 per
position for each of 18 positions ; and not less than $ 52 , 564 . 5 per position for each
of 5 positions ; and , in each case , the annual wage shall be determined without taking
into account the value of any benefits . The COMPANY shall , in accordance with the
provisions of paragraph 7 herein below, provide written verification of such wages
satisfactory to the COUNTY . The COMPANY ' S failure to maintain its wage level
commitment for any one year will result in the reduction of the Grant amount for that
year.
7 , Annual Job Status . The COMPANY must provide the COUNTY with State
Quarterly Unemployment Compensation Reports (Form UCT- 6 ) of its business
operations within Indian River County on State form UCT- 6 as amended, a sample of
which is attached hereto and made a part hereof as Exhibit " C " . The cumulative
Quarterly State Unemployment Compensation Reports required to be filed for the
annual period prior to each eligibility determination shall collectively comprise the
Annual Job Status Report . For Phase I , the four quarterly reports are calendar
quarters 1 , 2 , 3 , and 4 ( starting with calendar quarter 1 in 2010) . For Phase II, the
four quarterly reports are calendar quarters 2 , 3 , 4 , and 1 (starting with calendar
quarter 2 in 2010) . For Phase III , the four quarterly reports are calendar quarters 1 , 2 ,
3 , and 4 (starting with calendar quarter 1 in 2011 ) .
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8 . Default ; Termination . In the event that 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 .
9 . Indemnification . 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 arise from any negligent act or
omission of the COMPANY, its agents , servants, or employees in the performance of
services under this Agreement .
10 . 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 District 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 further exercise
thereof.
11 . 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 .
12 . 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 .
13 . 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, each party
shall bear its own costs .
14 . Enforceability . If any term or provision of this Agreement, or the application 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
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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 annual wage level
commitment for any one year will result in the decrease of the Grant amount it was
scheduled to receive for that year •, however, such decrease will not preclude the
Company ' s receipt of scheduled Grant amounts for those subsequent years in which
it is able to maintain its job creation and wage level commitment .
15 . Assignment . COMPANY shall not, directly or indirectly, assign or transfer any of
its rights or obligations under this Agreement, or any interest therein (the foregoing
herein collectively "Transfer") , without the express prior written consent of the
County . The County shall not unreasonably withhold its consent to any Transfer .
Any such attempted Transfer without the express prior written County consent shall
be null and void and may, at the option of the County, be deemed an event of default
under this Agreement . COMPANY acknowledges and agrees that the County has
the right, in granting or withholding consent to any Transfer, to consider, among
other things , the financial responsibility and business reputation of the proposed
assignee or transferee (the foregoing herein collectively "Transferee") ; and any other
items that Indian River County Board of County Commissioners , in its sole
discretion, deems appropriate . If COMPANY seeks County ' s consent for a Transfer,
COMPANY shall submit to County a written request therefor, accompanied by the
following documentation : (i) the name , address , and telephone number of the
proposed Transferee ; (ii) a description of the business and jobs , including wages , to
be created in Indian River County ; and (iii ) a financial statement or other reasonably
detailed financial information concerning the proposed Transferee . COMPANY
acknowledges and agrees that : (a) the County Administrator or his designee , or the
Indian River County Board of County Commissioners , has the right to request any
additional information deemed necessary to make the decision relating to consent to
the Transfer ; and (b) any such request for a Transfer is expressly subject to the
approval of the Transfer by the Board of County Commissioners at a formal meeting
thereof, and such Transfer shall become effective only when signed by the
Transferee and approved by the Board, which consent shall not be unreasonably
withheld . The foregoing covenant shall be binding on the permitted successors or
assigns of COMPANY . The prohibition on Transfers shall not prohibit a change in
the form in which COMPANY conducts business . COMPANY will be released from
further liability under this Agreement in the event of an approved Transfer ; provided
that the County ' s consent to any Transfer, will not otherwise relieve COMPANY
from any pre-existing obligation to County under this Agreement .
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16 . Conflict of Interest . The COMPANY represents that it presently has no 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 for in Florida
Statutes 112 . 311 . The COMPANY further represents that no person having any
interest shall be employed for said performance .
IT 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 th Street
Vero Beach, Florida 32960
and if sent to the COMPANY shall be mailed to (current, official address) :
OcuCue LLC
1165 19th Street
Vero Beach , FL 32960
18 , Entire Agreement . The COUNTY and the COMPANY agree that this 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 .
19 . No Pledge of Credit . The Consultant shall not pledge the County' s credit or make it a
guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or
any form of indebtedness .
20 . Public Records . The Consultant shall comply with the provisions of Chapter 119 ,
Florida Statutes (Public Records Law) in connection with this Agreement .
21 . Counterparts . This Agreement may be executed in one or more counterparts , each of
which shall be deemed to be an original copy and all of which shall constitute but one
and the same instrument .
22 . General . The Background Recitals are true and correct and form a material part of
this Agreement .
[ REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF , the Board of County Commissioners of Indian River County,
Florida has made and executed this Agreement on behalf of the COUNTY and the COMPANY has
hereunto set its hond the day and year above written .
BOARD OF COUNTY COMMISSIONERS
OF IND N RIVER COUNTY
B
Wesley S. Davis, ' ha irman
ATTEST BY :
(�k � (2r,04w� '�bw
Jeffrey K. Barton , Clerk
APPROVED :
oseph . Baird , County Adniinistrator
i
APPROVED AS TO FORM AND LEGAL SUFFICIENCY
// Witiam G . Collins II , Coun4 Attorney
i COMPANY : OcuCue, LLC
j,
! BY • itle • M „��
Stuart C . Woodward
Typed Name
WITNESS :
Title :
Signature
( Corporate Seal)
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EXHIBIT " A " TO THE JOBS GRANT AGREEMENT
BETWEEN INDIAN RIVER COUNTY AND OCUCUE LLC (COMPANY)
Company Identification and Information ,
Application date : August 25 , 2009
Company description ,
OcuCue LLC is a privately held company that will operate a sales agency for Visual Cue
Technologies SAAS Visual Analytics Solution, targeting the global IP Networking
Market .
Company ' s physical address in Indian River County :
1165 19th Street, Vero Beach, FL 32960
Company ' s mailing address :
Same as above .
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EXHIBIT " B " TO THE JOBS GRANT AGREEMENT
BETWEEN INDIAN RIVER COUNTY AND OCUCUE LLC (COMPANY)
I . Target Industry Category eligible for application :
Information Technology
II . Employment Commitment :
The COMPANY is receiving this grant based upon its representation that it will bring the
following employment opportunities to Indian River County :
1 ) 2 # of new, full-time employees whose annual wage is between 75 % and 99 . 9%
of Indian River County' s average annual wage .
2 ) 18 # of new, full-time employees whose annual wage is between 100 % and
149 . 99 % of Indian River County ' s average annual wage
3 ) 5 # of new, full -time employees whose annual wage is 150% or greater of
Indian River County ' s average annual wage
III . Grant Amount
Category Qualified Jobs Amount Total
Per Job
75 % to 99 . 9 % of county average wage 2 $ 33000 $ 6 , 000
100% to 149 . 99 % of county average wage 18 $ 59000 $ 905000
150 % or greater of county average wage 5 $ 73000 $ 35 , 000
Total 25 $ 131 , 000
Total Jobs Grant : $ 131 ,000
F . \Community Development\Users\l:Dplannr\Incentives & Funding\Jobs Grant Program\OcuCue\Job Grant Agreement - Final . doc
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Exhibit " CCq
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