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HomeMy WebLinkAbout2009-254 JL/a9 i a . A of amd9 - 07sy INDIAN RIVER COUNTY JOBS GRANT AGREEMENT THIS INDIAN RIVER COUNTY JOBS GRANT AGREEMENT ("Agreement") is made as of the 22 °d day of September, 2009 by and between Indian River County, apolitical subdivision of the State of Florida, by and through its Board of Commissioners , hereinafter referred to as the COUNTY , and SpectorSoft a corporation authorized to do business in the State of Florida, hereinafter referred to as the COMPANY , whose Federal I . D . Number is 59 - 3586778 . 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 : 1 . Definitions . As used in this Agreement, the following terms shall mean : a . " Annual Wage " - includes salary, bonuses , and commissions . - 1 - b . " Default " - failure to comply with the terms of this Agreement . c . "Effective Date " - 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 " we, shall be defined as a position that is scheduled for at least 3 5 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 22 , 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 $208 ,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 . There are a total of 9 separate Phases . 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 -2 - at the required wage level , COMPANY shall receive 1 /3 of the Grant amount for those 9 jobs . (ii) For Phase II , at least 5 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 annual successive periods that those jobs are maintained at the required wage level , COMPANY shall receive 1 /3 of the Grant amount for those 5 jobs . (iii )For Phase IIl , at least 3 new qualifying jobs meeting the wage level commitment in Section 6 of this agreement must be provided by 6/30/ 10 . 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 3 jobs . (iv) For Phase IV , at least 3 new qualifying jobs meeting the wage level commitment in Section 6 of this agreement must be provided by 9/30/ 10 . 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 3 jobs . (v) For Phase V , at least 5 new qualifying jobs meeting the wage level commitment in Section 6 of this agreement must be provided by 12/31 / 10 . 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 5 jobs . (vi ) For Phase VI , at least 2 new qualifying jobs meeting the wage level commitment in Section 6 of this agreement must be provided by 3 /3 1 / 11 . 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 2 jobs . (vii ) For Phase VII , at least 3 new qualifying jobs meeting the wage level commitment in Section 6 of this agreement must be provided by 6/30/ 11 . 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 3 jobs . (viii ) For Phase VIII , at least 2 new qualifying jobs meeting the wage level commitment in Section 6 of this agreement must be provided by 9/30/ 11 . For each of the three annual successive periods that those jobs are maintained at - 3 - the required wage level , COMPANY shall receive 1 /3 of the Grant amount for those 2 jobs . (ix) For Phase IX, at least 2 new qualifying jobs meeting the wage level commitment in Section 6 of this agreement must be provided by 12/31 / 11 . 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 2 jobs . (x )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 $ 208 , 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 (UCT- 6 form) as it relates to the number of new jobs created and maintained , and the annual wage , as stipulated in this Agreement . Eligibility for Grant shall be determined 1 year after each Phase of jobs is provided . The Grant eligibility determinations for each of the Phases will be made as follows : Phase Grant Eligibility Determinations 1st 2nd , ;3rd final I January 2011 January 2012 January 2013 II Aril 2011 Aril 2012 Aril 2013 III July 2011 July 2012 July 2013 IV October 2011 October 2012 October 2013 V Januaa 2012 January 2013 January 2014 VI Aril 2012 Aril 2013 Aril 2014 VII July 2012 July 2013 July 2014 VIII October 2012 October 2013 October 2014 IX January 2013 January 2014 January 2015 (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 -4- 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 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 34 Full -Time Equivalent Jobs (of which 34 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 4 positions ; not less than $ 35 , 043 per position for each of 7 positions ; and not less than $ 52 , 564 . 5 per position for each of 23 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 I1 , the four quarterly reports are calendar quarters 2 , 3 , 4 , and 1 (starting with calendar quarter 2 in 2010) . For Phase I11 , the four quarterly reports are calendar quarters 3 , 4 , - 5 - 1 , and 2 ( starting with calendar quarter 3 in 2010) . For Phase IV , the four quarterly reports are calendar quarters 4 , 1 , 2 , and 3 ( starting with calendar quarter 4 in 2010 ) . For Phase V , the four quarterly reports are calendar quarters 1 , 2 , 3 , and 4 (starting with calendar quarter 1 in 2011 ) . For Phase VI , the four quarterly reports are calendar quarters 2 , 3 , 4 , and 1 (starting with calendar quarter 2 in 2011 ) . For Phase VII , the four quarterly reports are calendar quarters 3 , 4 , 1 , and 2 (starting with calendar quarter 3 in 2011 ) . For Phase VIII , the four quarterly reports are calendar quarters 4 , 1 , 2 , and 3 (starting with calendar quarter 4 in 2011 ) . For Phase IX, the four quarterly reports are calendar quarters 1 , 2 , 3 , and 4 (starting with calendar quarter 1 in 2012 ) . 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 . l0 . 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 . - 6- 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 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 years 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 - 7 - 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 . 16 . Conflict of Interest . The COUNTY 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 . 17 . 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 180127 th Street Vero Beach , Florida 32960 and if sent to the COMPANY shall be mailed to (current, official address) : Larry "Thompson Chief Financial Officer SpectorSoft Corporation 1555 Indian River Boulevard , Suite 13 -210 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 COMPANY 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 COMPANY 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 . - 8 - 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 hand the day and year above written . BOARD OF COUN41 Y COMMISSIONERS OF INDIA RIVER COUNTY LL :/ BV esley S . Danis , Chairman ATTEST BY : Jeffrey K. Barton , Clerk APPROVED : oseph A Baird , County Administrator APPROVED AS TO FORM AND LEGAL SUFFICIENCY ti William G . Collins II , County Attorney COMPANY : SpectorSoft Corporation i BY ; � L�=� 4' Title : Vice President _Ronald Chesley Typed Name WITNESS : Title : Signature (Corporate Seal) - 9 - EXHIBIT " A " TO THE JOBS GRANT AGREEMENT BETWEEN INDIAN RIVER COUNTY & SPECTORSOFT CORPORATON (COMPANY) Company Identification and Information , Application date : September 2 , 2009 Company description , SpectorSoft Corporation, established in 1998 , develops , markets , and supports PC /internet monitoring and surveillance products for business , education, and government , as well as general home users . Company ' s physical address in Indian River County : 1555 Indian River Boulevard , Suite 13 - 210 , Vero Beach, FL 32960 Company ' s mailing address : Same as above . - 10 - EXHIBIT " B " TO THE JOBS GRANT AGREEMENT BETWEEN INDIAN RIVER COUNTY & SPECTORSOFT CORPORATON (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 ) 4 # of new, full -time employees whose annual wage is between 75 % and 99 . 9% of Indian River County' s average annual wage . 2 ) 7 # of new , full -time employees whose annual wage is between 100% and 149 . 99% of Indian River County ' s average annual wage 3 ) 23 # 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 4 $ 3 , 000 $ 12 , 000 100 % to 149 . 99 % of county average wage 7 $ 5 , 000 $ 35 , 000 150 % or greater of county average wage 23 $ 7 , 000 $ 1611000 Total 34 $ 208 , 000 Total Jobs Grant : $ 208 ,000 FACommunity Development\Users\GDplannr\Incentives & Funding\Jobs Grant Program\SpectorSoftUob Grant Agreement. doc - 1 I - Exhibit " C " Use black Ink Example A - Handwritten Example B---Typed Florida .Department of Revenue Employer's Quarterly Report EXan pie A - Exen,Pla a Employers are required to lite quarterly tax/wage reports regardless of employment activity or whether any taxes are due . 4 01:0 AS IU8 P1 Ll R . 01 /08 QUARTER ENDINd DUE DATE PENALTY AFTER DATE TAX RATE UT ACCOUNT NUMBER .......... Do not make any changes /r you do not have an account number you to the pre-printed are required to register (see Instructions). 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Line 6 a Line 7j - i I SrJ E� aitf Make checkpayableto Florida U C Fund If ou attr. tiling as a sole pruprielor, is this for domeslio (huusehold ) employment only IYes -_ 1 No fat 1 I t i Int - I inrl th ( _ 1s tf rr �t �t, ar I I . , r:-ir � 17i 111 d4 1 Lt Floc 1� Sta ` ure si ' Title I Sign here � x I :. Phone Fa Prepnr_re Preparercheck Preparers r siynnture if self-employed � S6N or Pl1N Paid _ — - pl-epareYSFirm's name (or yours Date FEIN I 1 it Belt employed) - - - - - -- - -�-�- Only and address ZIP Preparer's — phone number DO NOT - - .- .. _ _ .. _ .. L, - - - - - - - - - - - - - - - - - - - - - - - - - - DEIrAdF Employer's Quarterly Report Payment Coupon UCT s R. 01 /08 COMPLETE and MAIL with your REPORT/ PAYMENT. Please write your ACCOUNT NUMBER on check Be sure to SIGN YOUR CHECK DOR USE ONLY Make check payable to Florida U . C . Fund y il 'I No number? I\� POSTMARK OR HAND DELIVERY DATE UT ACCOUNT NO . I i — (See instructions.) -- ----- — F. E . I . NUMBER U .S . Dollars i Cents ff Iff , � AMOUNT ENCLOSED I l I ( If less than $ 100 no remittance is necessary) PAYMENT FOR QTR/YR � ) Check here if you transmitted funds electronically. L 9100 0 99999999 0068054031 7 5009999999 0000 4 III III IIII I II III II II VIII I II ( III II III IIFlorida Department of Revenue Employer's Quarterly Report uc/08 Employers are required to file quarlerly lax/wage reports regardless of employment activity or whether any taxes are due. R . 018 J A :COUI I NUMBER ( P1 ' l: P, I i it) IrJ a f f�1 ' I ') Yf P S NAME _ _ _ 10 EMPLOYEE' S NAME11 EMPLOYEE' S GROSS WAGES PAID THIS QUARTER 9 EMPLOYEE ' S SOCIAL SECURITY NUMBER r, ara.IsIsoIhrStoamoir mxr. _ �_ — List lI 1I 1 l _ Name [ I [ -...I U.S. Dollars —� Cents F list r L _I �'. _ I IL-1 _ - L __. � - I J , r ,emo � I _ ilm ! .I 11 1 � ! —�I , np 12 Total Gross Wages This Page ( Include in Line ton Page 1 ) I I 111 11 111 I DO NOT _ - _ 7 II III IIA _ DETACH Mail Reply To : r 1 0RloA Unemployment Tax Hate paperwork? 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