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HomeMy WebLinkAbout2009-312 INDIAN RIVER COUNTY JOBS GRANT AGREEMENT THIS INDIAN RIVER COUNTY JOBS GRANT AGREEMENT ("Agreement") is made as of the I " day of December, 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 COUNTY , and eMindful Inc . a corporation authorized to do business in the State of Florida, hereinafter referred to as COMPANY , whose Federal I . D . Number is 061687323 . BACKGROUND RECITALS : WHEREAS , it is the policy of 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 , 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 , 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 least 75 % of Indian River County ' s average wage level ; and WHEREAS , COMPANY has been determined to be eligible to receive a Jobs Grant ; and WHEREAS , COMPANY acknowledges that this Agreement shall be based upon proven performance of the requirements of these grant procedures ; and, WHEREAS , COUNTY finds and declares that it is in the public interest to award a Jobs Grant to 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 . 41 b . " Default " on failure to comply with the terms of this Agreement. c . " Effective Date " No shall have the meaning set forth in Paragraph 2 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. "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 . g . "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 . h . " Quarterly Unemployment Compensation Report (UCT-6 form) " — Form from the Florida Department of Revenue that businesses in the state of Florida must complete and submit to the state on a quarterly basis . Information collected on the form includes the names of employees , their social security numbers , and the gross wages paid to each employee on a quarterly basis . The information is used for unemployment compensation should employees cease to be employed . For purposes of this jobs grant agreement, this definition shall also include other similar county approved certified forms from COMPANY or COMPANY ' s professional employer organization . 2 . Term ; Termination , This Agreement shall be effective on December 1 , 2009 (the " Effective Date") , and shall automatically terminate after COUNTY has made the last payment to COMPANY unless terminated earlier by COUNTY because of a default by COMPANY . 3 . Grant Eligibility ; Payment Schedule . a . COMPANY will be eligible for total Jobs Grant Funding (hereinafter a " Grant" ) in an amount of up to $ 550 ,000 if COMPANY locates in the City of -2 - Vero Beach/Indian River County Enterprise Zone or an amount of up to $ 5009000 if COMPANY locates within Indian River County , but outside of the City of Vero Beach/Indian River County Enterprise Zone . Said Grant shall be payable in 3 one year periods by Phase as more specifically set forth herein . COMPANY acknowledges and agrees that the initial Grant under this Agreement is payable on a re- imbursement basis . There are a total of 3 separate Phases . While the eligible Grant amount for each Phase will be determined 1 year after each Phase date , the number of jobs estimated to be provided by phase is listed below . In going forward, COUNTY will provide grant payments based on the actual number of jobs provided by phase . The exact number of jobs that COMPANY receives jobs grant incentives for within phases II and III will be limited by the Local Jobs Grant maximum total payment amount of up to $ 550 ,000 if COMPANY locates in the City of Vero Beach/Indian River County Enterprise Zone or an amount of up to $ 5009000 if COMPANY locates within Indian River County, but outside of the City of Vero Beach/Indian River County Enterprise Zone . Based on proposed average annual wages , a minimum of 72 jobs must be provided by COMPANY for COMPANY to be eligible for COUNTY' s maximum local jobs grant amount . (i) For Phase I , up to 48 but not less than 5 new qualifying jobs meeting the wage level commitment in Section 6 of this Agreement will 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 jobs . (ii) For Phase II, up to 25 new qualifying jobs meeting the wage level commitment in Section 6 of this agreement will 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 jobs . (iii) For Phase III , up to 27 new qualifying jobs meeting the wage level commitment in Section 6 of this agreement will 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 jobs . (iv) Failure of COMPANY to maintain claimed jobs for at least 3 years at required wage levels will result in the reduction of the Grant amount paid to COMPANY . If by the end of any of the annual periods , COMPANY has not - 3 - maintained the total number of claimed 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 $ 550 , 000 if COMPANY locates in the City of Vero Beach/Indian River County Enterprise Zone or less than $ 500 ,000 if COMPANY locates within Indian River County , but outside of the City of Vero Beach/Indian River County Enterprise Zone . b . Performance Evaluation for Payment . COMPANY ' s performance evaluation will be conducted on an annual basis by the information provided on the State ' s Quarterly Unemployment Compensation Report (UCT- 6 form) . COMPANY shall supply additional documentation to COUNTY, in a form acceptable to COUNTY, showing that positions for which jobs grant funds will be awarded are filled by people who live in the general area/region . The Grant eligibility determinations for each of the Phases will be made as follows : Phase Grant Eligibility Determinations 1st 2nd 3tea final I January 2012 January 2013 January 2014 II July 2012 July 2013 July 2014 III 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 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, COMPANY shall have the right to file a report, in a form substantially similar to a quarterly unemployment compensation report, and 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 . If COMPANY is awarded a Qualified Target Industry ( QTI) grant from the state of Florida . County will reduce the local jobs grant amount paid directly to COMPANY for each eligibility determination in an amount sufficient to cover COUNTY' s QTI 20 % contribution obligation to the state for COMPANY' s QTI agreement . COUNTY will submit the 20 % payment -4 - obligation to the state for placement in the Florida Economic Development Trust Fund . 4 . Relocation Commitment . As a condition precedent to and as consideration for obtaining Jobs Grant Funds from COUNTY , 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. 5 . Job Creation Commitment . COMPANY estimates that it will provide 100 new jobs within the county as set forth in Exhibit " B " , which is attached hereto and made a part hereof. The exact number of jobs actually supplied, however, may vary . Local jobs grant funds will be awarded up to a maximum of $ 550 ,000 if COMPANY locates in the City of Vero Beach/Indian River County Enterprise Zone or up to a maximum of $ 500 ,000 if COMPANY locates within Indian River County , but outside of the City of Vero Beach/Indian River County Enterprise Zone . The jobs grant award will be based on the following : Category Amount Per Job if not Amount Per Job if Located Located in Enterprise in Enterprise Zone Zone 75 % to 99 . 99% of county $ 3 , 000 $ 3 , 300 average wage 100 % to 149 . 99 % of county $ 500 $ 55500 average wage 150 % of county average wage $ 7 , 000 $ 7 , 700 (or greater) 6 . Wage Level Commitment . COMPANY estimates it will pay each employee whose job is eligible for a Grant hereunder an annual wage of not less than $ 35 , 043 per position for 1 position ; and not less than $ 52 , 564 . 5 per position for each of 99 positions ; the annual wage of the positions shall be determined without taking into account the value of any benefits . COMPANY shall , in accordance with the provisions of paragraph 7 herein below, provide written verification of such wages satisfactory to COUNTY . 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( s) . 7 . Annual Job Status . COMPANY must provide 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 - 5 - Status Report . For Phase I , the four quarterly reports are calendar quarters 1 , 2 , 3 , and 4 ( starting with calendar quarter 1 in 2011 ) . For Phase Il , the four quarterly reports are calendar quarters 3 , 4 , 1 , and 2 (starting with calendar quarter 3 in 2011 ) . For Phase III , 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 COMPANY defaults in the performance of its guarantees and commitments as provided for in this Agreement, COUNTY may , at its option, terminate this Agreement . 9 . Indemnification . COMPANY shall indemnify and save harmless and defend 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 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. 114 Lobbyist Certification . COMPANY warrants that it has not employed or retained any company or person , other than a bona fide employee working solely for 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 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 . 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 . - 6 - 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 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 . 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 COUNTY , be deemed an event of default under this Agreement . COMPANY acknowledges and agrees that 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 . - 7 - 16 . Conflict of Interest . 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 . 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 COUNTY shall be mailed to : Indian River County Community Development Director 1801 27 `" Street Vero Beach, Florida 32960 and if sent to COMPANY shall be mailed to (current, official address) : Kelley A . McCabe Ruff CEO/Founder eMindful Inc . 2666 Paloma Drive Vero Beach , FL 32960 18 . Entire Agreement . COUNTY and 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 . COMPANY shall not pledge 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 . 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 hard the day and year above written . BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUr4TY BY : _-2?�� T,v-- Peter D . O ' Bryan , Chairman ATTEST BY . Jeffrey K. Barton , Clerk APPROVED . teph . Baird , County Administrator A ROVED AS TO FORM AND LEGAL SUFFICIENCY William G . Collins II , County Attorney COMPANY : eMindful Incorporated BY : ; � � -I Title : CEO/Founder Kelley A. McCabe Ruff Typed Name WITNESS . Title : Signature (Corporate Seal) - 9 - EXHIBIT " A " TO THE JOBS GRANT AGREEMENT BETWEEN INDIAN RIVER COUNTY & EMINDFUL CORPORATON ( COMPANY ) Company Identification and Information : Application date : November 9 , 2009 Company description : eMindful Incorporated, established in 2008 , is a computer/internet based business that provides live online classes in stress reduction, complementary healing, and personal growth, via video conferencing , into people' s homes and offices . Company ' s physical address in Indian River County : Location to be determined . Company ' s mailing address : 2666 Paloma Drive , Vero Beach FL 32960 - 10 - EXHIBIT " B " TO THE JOBS GRANT AGREEMENT BETWEEN INDIAN RIVER COUNTY & EMINDFUL INCORPORATED (COMPANY) I . Target Industry Categories eligible for application : Corporate Headquarters/Research and Development/Health Care 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 ) 0 # of new, full -time employees whose annual wage is between 75 % and 99 . 9% of Indian River County ' s average annual wage . 2 ) 1 # of new, full - time employees whose annual wage is between 100% and 149 . 99% of Indian River County ' s average annual wage 3 ) 99 # 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 Amount Per Total Jobs Jab 75 % to 99 . 9 % of county average wage 0 $ 3 , 000 $ 0 100 % to 149 . 99 % of county average wage 1 $ 59000 $ 5 , 000 150% or greater of county average wage 99 $ 7 , 000 $ 6935000 Total 100 $ 698 , 000 * Total Amount if Business is Located Outside of Enterprise Zone $ 5009000 * Total Grant Amount if Business is Located Inside of Enterprise Zone $ 550 ,000 * * The local jobs grant program caps the maximum amount any one company may receive at $ 500 , 000 if the business is located outside of the City of Vero Beach/ Indian River County Enterprise Zone or $ 550 , 000 if the company is located inside of the City of Vero Beach/ Indian River County Enterprise Zone . The actual amount of the grant will depend upon the actual number of jobs provided and the salary paid for those jobs . I4 : \Community Development\Users\EDplannr\Incentives & Funding\Jobs Grant PrograrnWindful\.lob Grant Agreement. doc - 11 - Exhibit " C " Florida Department of Revenue Employer's Quarterly Report r �rilO!l)}��, lt' Ir.',QIP •. dd (O � I� r iJ it ldl k iN � VFlel eGt ! lo lr,Q (jl I ! � : e.11er( lli � lflll i'll. =ar (I 11 tv 014VrIrl �1 �I dCij+ ( � . . , %Jf r-, (jUB. III 0123+456789 UCT-6 R . 01 /08 QUARTER, ENDING DUE DATE PENALTY AFTER DATE TAX RATE UT ACCOUNT NUMBER Do not make any changes 11 you do not have an account number you to the pre-printed are required to register (see instructions). III III IIII I II III II II III II I II III I II information on this term . It changes are needed . FE I. NUMBER request and complete , , , L „�L� . dOD; an Employer Account r . ,. On_i Change Form ( UCSm3). FOR OFFICIAL USE ONLY POSTMARK DATE --- US Dollars - -- Cents ?. Gross wages Laid this quarter (Must total all pages) 3. Wages paid this quarter in excess of $7,000. iOnlJ � iui1' w i I a;laitloy � ' � � . ;'�nani 111P3nr, sill J h� I t"11I , Uiu� ra> nhnen lax ) y • -. 4 . Taxable wages for this quarter � . (Line 2 minus Line „ f 5 1 Enter the total number of full-time and part-time coffered workers who performed . Tax due (Multiply Line 4 by Tar Rate) services during or receiced 1!r for the loll period including the 12th of the month - - P fay 6. Penalty due 1 st Mrnth (See instructionF' ) I ■ 7 ? 7 7 . Interest due 2nd Artrnith (See instructions) e ' ! 7 E. Total amount due ,( iia l + L �, r r Low 71 Make check payable to: Florida U. C . Fund 3rd Month 7 S If you are filing as a sole proprietor, is this for domestic (household ) employment only ? _ Yes No iexl Chis Iietum ani the fit L ,t,aed m It ara tnie Lrtiuns 43171 ( 3) and 443 14h2 ) Florida Statutes ). 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