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1518 Primal Innovation, LLC - QTI AgmtTo: City Clerk RE: Request for Services The item(s) noted below is /are attached and forwarded to your office for the following action(s): ■ ■ ■ ■ ■ ■ ■ �a Development Order ❑ Mayor's signature Final Plat (original mylars) ❑ Recording Letter of Credit ❑ Rendering Maintenance Bond E] Safe keeping (Vault) Ordinance ❑ Performance Bond Resolution Primal Innovation QTI Interlocal Agreement Once completed, please: ❑ Return original ❑ Return copy Special Instructions: Please retain for the official file Please advise if you have any questions regarding the above. Thank you! Nicholas Mcray, Economic Development Director From 6/6/2012 Date \ \SVCH- Omnicast \USERS\mcrayn \Templates \City Clerk Transmittal Memo.doc PRIMAL INNOVATION, LLC QUALIFIED TARGET INDUSTRY TAX REFUND INTERLOCAL AGREEMENT THIS AGREEMENT is made and executed this o?V� day of 1 2012, by and between SEMINOLE COUNTY, a political subdivision of the State of Florida, whose address is 1101 East First Street, Sanford, Florida, 32771, hereinafter referred to as the "COUNTY ", and the CITY OF SANFORD, whose address is 300 North Park Avenue, Sanford, Florida, 32771, hereinafter referred to as the "CITY ", for the purpose of facilitating the CITY's and COUNTY's Qualified Target Industry ( "QTI ") award to PRIMAL INNOVATION, LLC, hereinafter referred to as the "COMPANY ". WITNESSETH: WHEREAS, the COUNTY and the CITY are mutually desirous of entering into a cooperative venture to facilitate award of a QTI tax refund to COMPANY; and WHEREAS, the COUNTY and the CITY have each agreed to make a QTI award to COMPANY in the amount of TEN THOUSAND AND NO /100 DOLLARS ($10,000.00) for a total award not -to- exceed TWENTY THOUSAND AND NO /100 DOLLARS ($20,000.00) for the Qualified Target Industry Tax Refund. The covenants of this Agreement represent the most practical, economic, and beneficial means to accomplish the parties objectives relating to the management of this award; and WHEREAS, both parties hereby represent, each to the other, that they are legally empowered to enter into this Agreement and have done all steps necessary and incidental to the execution of this Agreement; and WHEREAS, this Agreement is authorized under the provisions of Chapter 163, Florida Statutes, which authorizes the exercise by Agreement of two (2) or more public agencies of any QTI Agreement Primal Innovation, LLC Page 1 of 9 power common to them, NOW THEREFORE, in consideration of the mutual covenants, terms, and conditions contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: SECTION 1. RECITALS. The recitals set forth above are true and correct and form a material part of this Agreement upon which the parties have relied. SECTION 2. PURPOSE. The purpose of this Agreement is to set forth the terms and conditions associated with parties' joint management of the structures and oversight of a QTI award to the COMPANY. SECTION 3. TERM. The initial term of this Agreement begins upon execution of this Agreement by the parties and shall remain in effect until December 31, 2017. SECTION 4. CITY'S RESPONSIBILITIES. (a) The CITY agrees to pay to the COUNTY its portion of the QTI award for the COMPANY, in the amount of TEN THOUSAND AND NO /100 DOLLARS ($10,000.00) upon approval and execution of this Agreement. (b) The CITY agrees that the COUNTY will provide complete oversight, monitoring, and management of the award to the COMPANY including oversight, monitoring, and management for that portion of the award paid by the CITY. SECTION 5. COUNTY'S RESPONSIBILITIES. (a) The COUNTY agrees to provide complete oversight, monitoring, and management of the award to the COMPANY on behalf of the COUNTY and the CITY. (b) The COUNTY shall, on an annual basis, make required reimbursement for the COMPANY's expansion project costs directly to the State of Florida for the entire local matched QTI Agreement Primal Innovation, LLC Page 2 of 9 amount, CITY and COUNTY, of the award. (c) As they are obtained from the COMPANY, the COUNTY shall forward copies of annual project reports required by the State of Florida to the CITY and further agrees to notify the CITY when all obligations under the award has been satisfied. (d) In the event of the COMPANY's failure to comply with its responsibilities under the award, then the COUNTY agrees to refund to the CITY such award monies as remain unpaid to the CITY's contribution to the award at the time of said default. SECTION 6. DEFAULT BY THE COMPANY. In the event of the COMPANY's failure to comply with its responsibilities under the award or in the event that it defaults, any award monies refunded or not refunded to the COUNTY or the CITY will be shared equally by the COUNTY and the CITY respective to each award, to the extent that such award money funds paid to the State are not repaid to the COUNTY or the CITY in event of default by whatever source. SECTION 7. NOTICES. Whenever either party desires to give notice unto the other, it must be given by written notice, sent by certified United States mail, with return receipt requested, addressed to the party for whom it is intended at the place last specified and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. For the present, the parties designate the following as the respective places for giving of notice, to wit: For COUNTY: John Krug, Director, Economic Development 1055 AAA Drive, Suite 145 Heathrow, Florida 32746 QTI Agreement Primal Innovation, LLC Page 3 of 9 For CITY: Norton N. Bonaparte, Jr., City Manager City of Sanford 300 North Park Avenue Sanford, Florida 32771 The parties may effect changes or substitution to the names and addresses of the contact persons by written notice to the other party which notice can also be sent via facsimile transmission. A record of such communications shall be maintained by both parties. SECTION 8. TERMINATION. Anything else in this Agreement to the contrary notwithstanding, this Agreement may be terminated by either party upon giving thirty (30) days written notice to the other party. SECTION 9. INSURANCE REQUIREMENTS. Each party shall maintain adequate insurance coverage to protect its own interests and obligations under this Agreement. SECTION 10. INDEMNIFICATION. (a) Each party to this Agreement is responsible for all personal injury and property damage attributable to the negligent acts or omissions arising out of this Agreement of that party and the officers, employees and agents thereof. (b) The parties further agree that nothing contained herein shall be construed or interpreted as denying to any party any remedy or defense available to such parties under the law of the State of Florida, nor as a waiver of sovereign immunity of the COUNTY and the CITY beyond the waiver provided for in Section 768.28, Florida Statutes. (c) The waiver of a provision herein by either party shall not constitute the further waiver of said provision or the waiver of any other provision. SECTION 11. INDEPENDENT CONTRACTORS. It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship QTI Agreement Primal Innovation, LLC Page 4 of 9 of copartners between the parties, or as constituting the CITY, including its officers, employees, and agents, the agent, representative, or employee of the COUNTY for any purpose, or in any manner, whatsoever. The parties are to be and shall remain independent contractors with respect to all services performed under this Agreement. SECTION 12. DISCLAIMER OF THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the formal parties hereto and no right or cause of action shall accrue under or by reason hereof, to or for the benefit of any third party not a formal party hereto. SECTION 13. EQUAL OPPORTUNITY EMPLOYMENT. The parties agree that they will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin, or disability and will take steps to ensure that applicants are employed, and employees are treated during employment, without regard to race, color, religion, sex, age, national origin, or disability. This provision shall include, but not be limited to, the following: employment, upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. SECTION 14. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and the parties consent to venue in the Circuit Court in and for Seminole County, Florida, as to State actions and the United States District Court for the Middle District of Florida as to Federal actions. SECTION 15. INTERPRETATIONS. In the event any provision of this Agreement conflicts with, or appears to conflict with, the other terms of this Agreement including exhibits or attachments, hereto, if any, this Agreement shall be interpreted as a whole to resolve any inconsis- tency. The parties agree to engage in positive and constructive communication to ensure that the QTI Agreement Primal Innovation, LLC Page 5 of 9 positive collaboration of the parties occurs. SECTION 16. FORCE MAJEURE. In the event any party hereunder fails to satisfy in a timely manner any requirements imposed by this Agreement, due to a hurricane, flood, tornado, or other act of God or force majeure, then said party shall not be in default hereunder, provided, however, that performance shall recommence upon such event ceasing its effect. SECTION 17. MODIFICATIONS, AMENDMENTS OR ALTERATIONS. No modification, amendment, or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. SECTION 18. SEVERABILITY. If any part of this Agreement is found invalid or unenforceable by any court, such invalidity or unenforceability shall not affect the other parts of this Agreement if the rights and obligations of the parties contained herein are not materially prejudiced and if the intentions of the parties can continue to be affected. To that end, this Agreement is declared severable. SECTION 19. BINDING EFFECT. This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors in interest, transferees and designees of the parties. SECTION 20. PUBLIC RECORDS. Each party shall allow public access to all documents, papers, letters, or other materials which have been made or received in conjunction with this Agreement in accordance with Chapter 119, Florida Statutes. SECTION 21. RECORDS AND AUDITS. The parties agree to maintain all books, documents, papers, accounting records and other evidences pertaining to work performed under this Agreement in such a manner as will readily conform to the terms of this Agreement and to make QTI Agreement Primal Innovation, LLC Page 6 of 9 such materials available at all reasonable times during the Agreement period and for five (5) years from the date of final payment under the contract for audit or inspection. SECTION 22. CONFLICTS OF INTEREST. (a) The parties agree that they will not engage in any action that would create a conflict of interest in the performance of their obligations pursuant to this Agreement or which would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in government. (b) The parties hereby certify that no officer, agent or employee has any material interest (as defined in Section 112.312(15), Florida Statutes, as over 5 %) either directly or indirectly, in the business of the party to be conducted hereunder; that no such person shall have any such interest at any time during the term of this Agreement; and that no person shall use any monies derived under this Agreement for lobbying the Legislature in contravention of Section 216.347, Florida Statutes. The occurrence of an event of ethics violation as envisioned herein shall be grounds for unilateral termination of this Agreement by the non - offending party. SECTION 23. COMPLIANCE WITH LAWS AND REGULATIONS. In performing under this Agreement, the parties shall abide by all statutes, ordinances, rules, and regulations pertaining to, or regulating to the acts contemplated to be performed herein, including those now in effect and hereafter adopted. Any material violation of said statutes, ordinances, rules, or regulations shall constitute a material breach of this Agreement, and entitle the non - violating party to terminate this Agreement immediately upon delivery of written notice of termination to the violating party. SECTION 24. DISPUTE RESOLUTION. Disputes shall be resolved in accordance with any dispute resolution agreements pertaining to the parties and the provisions of Chapter 164, Florida Statutes. QTI Agreement Primal Innovation, LLC Page 7 of 9 SECTION 25. CONSTRUCTION OF AGREEMENT. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties, it being recognized that each of the parties have contributed substantially and materially to the preparation hereof. SECTION 26. HEADINGS. All sections and descriptive headings in this Agreement are inserted for convenience only and shall not affect the construction or interpretation hereof. SECTION 27. ENTIRE AGREEMENT. This Agreement states the entire understanding between the parties and supersedes any written or oral representations, statements, negotiations, or agreements to the contrary. This Agreement shall bind the parties, their assigns, and successors in interest. SECTION 28. EXHIBITS. Exhibits to this Agreement, if any, shall be deemed to be incorporated into this Agreement as if fully set forth verbatim into the body of this Agreement. SECTION 29. COUNTERPARTS. This Agreement may be executed in any number of counterparts each of which, when executed and delivered, shall be an original, but all counterparts shall together constitute one and the same instrument. (Signature Page Follows) QTI Agreement Primal Innovation, LLC Page 8 of 9 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth below. ATTEST: Jan Dougherty, City Clef City of Sanford Approved as to form and legal sufficiency. CITY OF SANFORD JEFF TRIPLETT, Z �- attorney 1'j &//C �J ATTEST: BOARD OF COUNTY COMMISSIONERS SEMINOLE COUNTY, FLORIDA E MORSE Clerk to the Board of LIM BRENDA CAREY, County Commissioners of u Seminole County, Florida. Date: vZ� aZ For the use and reliance As authorized for execution by the oard of Seminole County only. County Commissioners at its 6 , 20 regular meeting. Approved as to form and legal sufficiency. County Attorney KFT /sjs 4/17/12,4/23/12 P:,Users1Icfurey- mm Deve1opmem \QT1 Interlocal Primal Innovation.doc QTI Agreement Primal Innovation, LLC Page 9 of 9 Resolution No. 2302 A Resolution of the City of Sanford, Florida recommending that Primal Innovation LLC be approved as a qualified target industry in accordance with controlling Florida law such as Section 288.106, Florida Statutes; providing for legislative findings and intent; authorizing the entering of an interlocal agreement with Seminole County; providing for funding in the sum of $10,000.00 and providing for a source for such funding; providing for implementing administrative actions; providing for approval of an interlocal agreement; providing for a savings provision; providing for conflicts; providing for severability and providing for an effective date. Be it adopted and resolved by the City Commission of the City Of Sanford, Florida as follows: Section 1. Legislative Findings And Intent. (a). The City of Sanford has complied with all requirements and procedures of Florida law in processing and advertising this Resolution as may be necessary or required. (b). The Qualified Target Industry Tax Refund incentive is available, under controlling Florida law, for companies that create high wage jobs in targeted high value- added industries. This incentive includes refunds on corporate income, sales, ad valorem, intangible personal property, insurance premium, and certain other taxes. (c). Seminole County and the City of Sanford are collaborating to participate in incentivizing Primal Innovation LLC to engage in economic activities in the community which will benefit the citizens of the County and the City. IIPagC Section 2. Approval Of Qualified Target Industry Tax Refund Grant/Collaboration With Seminole County. (a). The City Commission of the City of Sanford hereby adopts, ratifies and agrees with the provisions of the Resolution relating to Primal Innovation LLC and the Qualified Target Industry Tax Refund incentive program, adopted May 8, 2012, by the Board of County Commissioners of Seminole County, a copy of which Resolution is attached hereto and incorporated herein by this reference thereto. (b). The City Manager is authorized to provide funding for this action in the sum of $10,000.00 and to implement budgetary and other appropriate actions which are necessary and consistent with the provisions of this Resolution. (c). The Interlocal Agreement, entitled "Primal Innovations LLC Qualified Target Industry Tax Refund Interlocal Agreement" is hereby approved and the Mayor is authorized to execute the said Agreement. Section 3. Implementing administrative actions. (a). The City Manager, or designee, is hereby authorized and directed to implement the provisions of this Resolution and the Interlocal Agreement approved in Section 2 of this Resolution by means of such administrative actions as may be deemed appropriate. (b). The City Manager, or designee, is hereby authorized to expend such City funds as may be necessary to accept and implement the provisions of this Resolution and the referenced Interlocal Agreement. 21Paz,c Section 4. Savings. The prior actions of the City of Sanford relating to the economic development programs of the City and related activities are hereby ratified and affirmed. Section 5. Conflicts. All resolutions or parts of resolutions in conflict with this Resolution are hereby repealed. Section 6. Severability. If any section, sentence, phrase, word, or portion of this Resolution is determined to be invalid, unlawful or unconstitutional, said determination shall not be held to invalidate or impair the validity, force or effect of any other section, sentence, phrase, word, or portion of this Resolution not otherwise determined to be invalid, unlawful, or unconstitutional. Section 7. Effective Date. This Resolution shall become effective immediately upon adoption. Passed and adopted this 14 day of May, 2012. Attest: J� . Dou ghert , City C rk For use and reliance of the Sanford City Commission only. Approved as to form and legalit . xod4 o Ir1Z 43 City Commission o� the City of Sanford, Florida Jeff Triplett 31PGic 4 RESOLUTION NO. 2012 -R- _91_____ SEMINOLE COUNTY, FLORIDA RESOLUTION of the SEMINOLE COUNTY BOARD OF COUNTY COMMISSIONERS REGARDING THE QUALIFIED TARGET INDUSTRY TAX REFUND PROGRAM RECOMMENDING THAT PRIMAL INNOVATION, LLC BE APPROVED AS A QUALIFIED TARGET INDUSTRY BUSINESS PURSUANT TO SECTION 288.106, FLORIDA STATUTES; PROVIDING AN APPROPRIATION OF $20,000.00 AS LOCAL PARTICIPATION IN THE QUALIFIED TARGET INDUSTRY TAX REFUND PROGRAM FOR FISCAL YEARS 2012/2013 THROUGH 2015/2016; AND PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE BOARD COUNTY COMMISSIONERS FOR SEMINOLE COUNTY, FLORIDA as follows: WHEREAS, the business PRIMAL INNOVATION, LLC, is in the business of High - Tech Research and Development which is a Qualified Target Industry ( "QTI ") pursuant to Section 288.106, Florida Statutes (2011); and WHEREAS, PRIMAL INNOVATION, LLC intends to expand its headquarters and facilities in Seminole County located at 201 Tech Drive, Sanford, Florida, with an anticipated capital investment to include $50,000.00 for renovations and $1,750,000.00 for new equipment; and WHEREAS, PRIMAL INNOVATION, LLC will create a minimum of 25 new jobs over a two (2) year period beginning in 2012, which will be professional and specialized with an average salary of $57,000.00, an amount greater than 150% of the 2010 annual average wage of $37,996.00 for Seminole County according to the State of Florida Incentive Average Wage Requirements effective January 1, 2012; and Qualified Target Industry Resolution Primal Innovation, LLC Pagel of 3 CERTIFIED COPY MARYANNE MORSE CLERK OF CIRCUIT COURT S EMINOLE COUNTY FLORIDA RY i � OEPUTY CLERK WHEREAS, it is acknowledged that the 20% QTI local participation match, payable by Seminole County, will not exceed $20,000.00 and that this sum is to be split equally between the City of Sanford and Seminole County; and WHEREAS, the grant of local participation is derivative of and dependent upon the monitoring and administration of the Tax Refund Program for QTI businesses by the State, NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS FOR SEMINOLE COUNTY, -FLORIDA, that the Board hereby recommends PRIMAL INNOVATION, LLC be approved as a QTI Business pursuant to Section 288.106, Florida Statutes (2011); BE IT FURTHER RESOLVED that the Board of County Commissioners of Seminole County has determined the basis of this project's average private sector wage commitment calculation shall be a minimum of 150% of the County average annual wage for 2010, effective January 1, 2012; BE IT FURTHER RESOLVED that the necessary commitment of local financial support for the QTI Business for the QTI Tax Refund Program exists in an amount not to exceed TWENTY THOUSAND AND NO /100 DOLLARS ($20,000.00) and that this amount will be paid to the Florida Economic Development Trust Fund in accordance with the Department of Economic Opportunity guidelines, with the stipulation that these funds are intended to represent the "local participation" pursuant to Section 288.106, Florida Statutes. (Signature Page Follows) Qualified Target Industry Resolution Primal Innovation, LLC Page 2 of 3 1 This resolution shall take effect immediately upon its adoption. DULY ADOPTED BY THE SEMINOLE COUNTY BOARD OF COUNTY COMMISSIONERS, SEMINOLE COUNTY, FLORIDA this 8th day of May, 2012. ATTEST: ME M ARY✓ANNE MORSE Jerk to the Board of County Commissioners of Seminole County, Florida K risj5 4/17/12 PAUwm\kfureytran\Ecoaomic Devolopment\Resotutions\QTl Resolution-Primal Imovation.doc BOARD OF COUNTY COMMISSIONERS SEMINOLE COUNTY, FLORIDA BRENDA CAREY, PChai .:t Authority: Section 288.106, Florida Statutes Section 288.106(3)(b)2, Florida Statutes 1 Qualified Target Industry Resolution Primal Innovation, LLC Prize 3 of 3