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):
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�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
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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
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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
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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
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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
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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
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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.
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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)
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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
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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
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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
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