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 .
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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
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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
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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
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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
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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 .
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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 .
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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.
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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 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)
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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
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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
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Exhibit " C "
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