HomeMy WebLinkAboutCHSi Ad Valorem Tax Abatement AD VALOREM TAX ABATEMENT
ECONOMIC INCENTIVE AGREEMENT
THIS ECONOMIC INCENTIVE AGREEMENT ("Agreement") is made and entered
into this Xq day of bp.,� 201—q, by and between the CITY OF CAPE
CANAVERAL, FLORIDA, ai Florida municipal corporation ("City"), and
COMPREHENSIVE HEALTH SERVICES, INC., a Maryland corporation ("Company" aka
"Project Zeus").
RECITALS:
WHEREAS, Company is a medical and management business and has been identified by
the City and Brevard County as a Target Industry Business pursuant to section 288.106, Florida
Statutes; and
WHEREAS, Company desires to locate its corporate headquarters and business
operations within the City of Cape Canaveral at 8600 Astronaut Boulevard, Cape Canaveral,
Florida 32920; and
WHEREAS, Company is seeking incentives to locate its corporate headquarters and
business operations within the City of Cape Canaveral which would result in approximately 150
new full-time equivalent employees full-rime with an anticipated average annual wage of
$66,000 and generate approximately $4,000,000 in new capital in building construction and
$500,000 in personal property; and
WHEREAS, the City desires to provide Company with certain economic incentives in
furtherance of the municipal purpose of expanding economic activity within its jurisdictional
borders consistent with section 166.021(8), Florida Statutes; and
WHEREAS, the parties recognize this Agreement is necessary to ensure that the
economic incentives provided by the City to Company ultimately serve their intended municipal
purpose; and
WHEREAS, the City has established terms and conditions herein whereby Company, by
complying with these terms and conditions, can receive the benefits outlined in this Agreement,
while the City can fulfill its desire to support local employers, to create jobs and to significantly
enhance the prospects of local economic development; and
WHEREAS, the parties agree that the economic incentives provided by the City
hereunder are for the benefit of the public health, safety,welfare, and convenience of the citizens
of the City of Cape Canaveral; and
WHEREAS, the City Council finds and declares that this Agreement serves a public
purpose, which includes promotion of economic development, job growth, and the future
expansion of the City's tax base.
Economic Incentive Agreement
City of Cape Canaveral/Comprehensive Health Services,Inc.
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NOW THEREFORE, in consideration of the mutual promises and covenants herein,
and other good and valuable consideration, which the parties agree has been exchanged and
received,the parties agree as follows:
1. Recitals. The foregoing recitals are deemed to be true and accurate and are fully
incorporated herein by this reference.
2. Commitments by Company.
(a) New Construction of Facilities; Capital Investment. Company hereby
represents and warrants that it intends to expand the existing facility located at 8600 Astronaut
Boulevard, Cape Canaveral, Florida 32920 by renovating an existing office facility within the
jurisdictional boundaries of the City of Cape Canaveral. In furtherance such expansion,
Company agrees to make a fixed capital investment of not less than $4,000,000 in new
construction and $500,000 in tangible personal property prior to occupying the office facility by
December 31, 2017.
(b) Business Operations in Cape Canaveral. Company agrees to maintain its
new operations within the jurisdictional boundaries of the City of Cape Canaveral for the term of
this Agreement.
(c) Employees. Upon the effective date of this Agreement, Company employs
250 full-time equivalent employees within the jurisdictional boundaries of the City of Cape
Canaveral. Company agrees that it shall add and employ at least 150 new full-time equivalent
employees within the jurisdictional boundaries of the City of Cape Canaveral by December 31,
2019, and that the average annual salary of the new employees shall be at least $66,000. Upon
reaching that number of 150 new full-time equivalent employees, Company shall maintain at
least a total of 400 full-time equivalent employees within the City of Cape Canaveral at 8600
Astronaut Boulevard, Cape Canaveral, Florida 32920 for the entire term of this Agreement
(hereinafter Minimum Total Job Requirement).
(d) New Business. Company represents and warrants that, for purposes of
receiving the economic incentives provided to Company by this Agreement, Company currently
meets the definition of"new business," as that term is defined by section 196.012(14), Florida
Statutes. Company agrees to maintain its qualifications as a "new business" during the entire
term of this Agreement.
3. Ad Valorem Tax Exemption; Pro-Rata Reduction.
(a) Exemption Granted; Conditions. The parries acknowledge that pursuant
to Article VII, Section 3 of the Florida Constitution and Section 196.1995, Florida Statutes, the
electorate of the City of Cape Canaveral, on November 3, 2009, has granted the City Council the
authority to grant property tax exemptions for new businesses and expansions of existing
businesses. The parties further acknowledge that Company's anticipated investment to real
property and tangible personal property pursuant to the terms of this Agreement, and the City
Council's determination that Company's continued operations in the City of Cape Canaveral are
Economic Incentive Agreement
City of Cape Canaveral/Comprehensive Health Services,Inc.
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critical for the future economic development of the City, render Company eligible for an ad
valorem tax exemption. Company has filed an application for ad valorem tax exemption with the
City, and the City has processed the application in good faith and in accordance with the
requirements established by the City and under Florida law. Conditioned upon Company's
continuing obligation to comply with the terms and conditions set forth in this Agreement, the
City Council approved Ordinance No. 05-2016, granting Company an ad valorem tax exemption
for a term of ten (10) years, commencing with the first year the new improvements and personal
property are added to the assessment roll, and lasting nine (9) years thereafter, for one hundred
percent(100%)of the City ad valorem taxes.
(b) Pro-Rata Reduction. In the event the number of full-time equivalent
employees employed by Company at 8600 Astronaut Boulevard becomes less than the Minimum
Total Job Requirement required by Section 2(c) of this Agreement, at the beginning of any City
fiscal year (October 1st), the City Council has the sole discretion to reduce the ad valorem tax
exemption, applicable for the then current ad valorem tax billing cycle, on a pro-rata percentage
basis as determined by the following percentage: (#of actual full-time equivalent employees on
October 1st divided by the Minimum Total Job Requirement x 100). However, no pro-rata
reduction permitted under this subsection will be allowed or occur prior to October 1, 2020.
4. Annual Reports. Company shall submit to the City an annual report on a form
proscribed by the City, along with any necessary supporting documentation, providing evidence
of continued compliance with the terms of this Agreement, and shall specifically provide
evidence of continued compliance with the definition of a "new business" as set forth in section
196.012(14), Florida Statutes, for each of the ten (10) years Company receives the ad valorem
tax exemption. The annual report shall be provided to the City no later than September 30 of
each year. Company shall also submit any other information or reports as the City Manager or
City Council may deem reasonably necessary for purposes of determining whether Company is
complying with the terms and conditions of this Agreement. Company acknowledges and agrees
that it is an important and material condition that Company timely file its annual report on a
timely basis, especially with respect to demonstrating compliance with the new employee and
Minimum Total Job Requirement set forth in Section 2 (c)of this Agreement.
5. Compliance with Laws. Company shall be responsible for complying with all
applicable laws, ordinances, rules, regulations, and lawful orders of any public authority
regarding the location and continued operation of its business within the City of Cape Canaveral.
6. Work is a Private Undertaking. With regard to Company's business operation
and compliance with applicable laws, rules, and regulations, it is specifically understood and
agreed to by and between the parties hereto that the contractual relationship between the City and
Company is such that Company is an independent contractor and not an agent of the City, and
that this is not a business partnership or joint venture agreement. Company and its contractors,
partners, agents, and employees are independent contractors and not employees of the City, and
Company shall be in complete control over its business operations. Nothing in this Agreement
shall be interpreted to establish any relationship other than that of an independent contractor,
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City of Cape Canaveral/Comprehensive Health Services,Inc.
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between the City and Company, its contractors, partners, employees, or agents, under this
Agreement.
7. Compliance Monitoring. Company agrees that City control and monitoring of
the economic incentives granted hereunder is necessary to insure that Company's
implementation of its obligations to the City set forth in this Agreement are in furtherance of the
municipal purposes declared by the City herein. Company will cooperate with the City, in good
faith, to ensure that the City is provided whatever reasonable documentation deemed necessary
for the City to make periodic compliance determinations in furtherance of this Agreement.
8. Term; Termination, Remedies.
(a) Term. This Agreement shall become effective upon full execution by both
parties hereto and shall terminate one(1) year after Company has received the full benefit of the
ad valorem tax exemption granted pursuant to Section 3 herein, unless the Agreement is
terminated pursuant to this Section.
(b) Termination by City. The City shall have the right to terminate this
Agreement upon any material breach of any term or condition of this Agreement by Company; if
Company is declared bankrupt or insolvent; if Company adopts a plan or resolution of
liquidation of Company or sells substantially all of its assets; if Company engages in fraud or
misleading compliance reporting against the City; or if a receiver or trustee is appointed on
behalf of Company for purposes of taking control of substantially all of Company' assets within
the City of Cape Canaveral, or the said assets are judicially seized for any reason, and possession
of said assets are not released to Company within ninety(90)days.
(c) Termination by Company. Company may terminate this Agreement in the
event of a material breach of any provision of this Agreement by the City, which shall include,
but not be limited to, failing to fulfill any of its legal obligations under Section 3,herein.
(d) Notice; Opportunity to Cure. Prior to exercising its right to terminate this
Agreement,the terminating party shall provide written notice to the non-terminating party setting
forth the reason for termination and providing the non-terminating party 15 days from receipt of
the notice to cure the alleged breach. If the alleged breach is not cured within said time period,
this Agreement shall be deemed terminated, except with respect to any provision that affords a
remedy in the event of a breach and any provision that expressly survives termination.
(e) Remedies. In the event of Company's breach of this Agreement, the City
shall have the right to revoke the economic development incentives and to re-impose, in full, the
ad valorem taxes waived pursuant to Section 3 herein, plus interest accrued at the maximum rate
allowed by law. The City shall notify Company in writing regarding the revocation of the
economic development incentives and such notice shall set forth the total sum due and owing to
the City. Company shall reimburse the City within 30 days from Company's receipt of the
City's notice unless Company cures the breach within 15 days of receiving the notice. Should
Company fail to reimburse the City within 30 days, the City shall be entitled to recover the taxes
due and owing to the City. Further, the City shall be entitled to recover reasonable attorney's
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City of Cape Canaveral/Comprehensive Health Services,Inc.
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fees and costs incurred in collecting said taxes through all appellate proceedings. Moreover, the
City shall have the right to recover the taxes through any and all available legal means including,
but not limited to, reassessing taxes and assessments on the tax roll of Brevard County, Florida,
and bringing an action in a state or federal court.
9. Severability. Should any section or any part of any section of this Agreement be
rendered void, invalid, or unenforceable by any court of law, for any reason, such a
determination shall not render void, invalid, or unenforceable any other section or any part of
any section in this Agreement.
10. Choice of Law: Venue. This Agreement has been made and entered into in the
State of Florida, County of Brevard, and the laws of such state shall govern the validity and
interpretation of this Agreement and the performance due hereunder. The parties agree that
venue shall be exclusively in Brevard County, Florida, for all state court actions or disputes
which arise out of or based upon this Agreement, and Orlando, Florida for all federal court
actions or disputes which arise out of or are based upon this Agreement.
11. Integration: Modification. The drafting, execution, and delivery of this
Agreement by the parties have not been induced by any representations, statements, warranties,
or agreements other than those expressed herein. This Agreement embodies the entire
understanding of the parties, and there are no further or other agreements or understandings,
written or oral, in effect between the parties relating to the subject matter hereof unless expressly
referred to herein. Modifications of this Agreement shall only be made in writing signed by both
parties.
12. Attorney's Fees. Unless otherwise provided herein, each party agrees to bear
their own attorneys' fees and costs in furtherance of this Agreement.
13. Headings. All headings in this Agreement are for convenience only and shall not
be used to interpret or construe its provisions.
14. Waiver. No failure to insist on the prompt performance by Company of its
obligations under this Agreement shall be construed as a waiver by the City of its rights to
demand performance. Further, any waiver by the City of any breach or violation of Company's
obligations under this Agreement shall not be construed as a continuing waiver or consent to any
subsequent breach or violation or impede the City's ability to enforce the terms of this
Agreement.
15. Notices. All notices required or permitted under this Agreement and any written
consents or approvals required hereunder shall be in writing(including telecopy communication)
and shall be (as elected by the person giving such notice) hand-delivered by messenger or
overnight courier service, telecopied or mailed by registered or certified mail (postage pre-paid),
return receipt requested, and addressed to each party at their respective addresses as set forth
below or to such other addresses any party may designate by notice complying with the terms of
this Section:
Economic Incentive Agreement
City of Cape Canaveral/Comprehensive Health Services,Inc.
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To CITY: w/copy to:
David L. Greene Anthony A. Garganese, City Attorney
Cape Canaveral City Manager Garganese. Weiss& D'Agresta, P.A.
PO Box 326 P.O. Box 2873
105 Polk Avenue Orlando,FL 32802-2873
Cape Canaveral, FL 32920
To COMPANY:
Comprehensive Health Services, Inc.
Attn: GENERAL COUNSEL
8600 Astronaut Boulevard
Cape Canaveral,Florida 32920
Such notice, request or other communication shall be considered given and deemed
delivered: (a) on the date delivered if by personal delivery or courier service; (b) on the date of
transmission with confirmed answer back if by telecopier if transmitted prior to 5:00 p.m. on a
business day, and on the next business day if transmitted after 5:00 p.m. or on a non-business
day, provided that a copy of the notice is provided within two business days thereafter by one of
the other methods permitted by this Section; or (c) on the date upon which the return receipt is
signed or delivery is refused or the notice is designated by the postal authorities as not
deliverable, as the case may be, if mailed. Notice addresses stated herein may be freely changed
by providing the other party written notice of the change of address.
16. Indemnification and Hold Harmless. Company shall indemnify, hold harmless,
and defend the City, from and against any and all claims, damages, losses, and expenses
including, but not limited to, attorney's fees, arising out of or resulting from the performance or
provision of the terms and conditions of this Agreement, including damage to persons or
property, provided that same is caused in whole or part by the error, omission, negligent act,
failure to act, malfeasance, misfeasance, conduct, or misconduct of Company, its agents,
servants,officers,officials,employees, or subcontractors.
The obligations arising under this Section 16 shall survive the expiration or
termination of this Agreement, as to claims or causes of action, and liabilities, expenses, losses,
costs, reasonable attorney's fees, damages, fines and penalties of every kind and character or
incurred or suffered by the City as a result thereof, based upon events arising prior to the date of
termination of this Agreement.
17. Assisnment. This Agreement shall not be assigned by Company without the
prior written consent of the City.
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City of Cape Canaveral/Comprehensive Health Services,Inc.
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18. No City Obligation for Future Funds. No provision in this Agreement shall be
construed as requiring the City to provide additional economic incentives of any kind, other than
as specifically provided herein.
19. Conflict of Interest. Company represents and warrants, and this Agreement is
being made by the City in reliance thereon,that Company and its officers, employees, and agents
are neither officers nor employees of the City. Further, that no consideration of any kind is being
paid, transferred, or conveyed directly to any City officer or employee, or indirectly to any City
officer or employee through some other third party including a relative or legal entity, for the
City's commitment to enter into this Agreement.
20. Representations of Company. Company represents to the City that(i) Company
is duly authorized to conduct business in Florida; (ii)Company has the authority to enter into this
Agreement and to perform the requirements of this Agreement; (iii) to Company's best
knowledge, Company's performance under this Agreement shall not violate any applicable
judgment,order, law, or regulation; (iv) to Company's best knowledge, Company's performance
under this Agreement shall not result in the creation of any claim against the City for money or
performance, any lien, charge, encumbrance or security interest upon any asset of the City; (v)
Company shall have sufficient capital to perform its obligations under this Agreement; and (vi)
Company does not require any third party consent to execute,deliver, and perform its obligations
under this Agreement unless otherwise stated in this Agreement.
21. Company's Continuing Disclosure Requirement. Company must promptly
notify the City of any developments that materially and adversely impact this Agreement and
Company's obligations stated herein including,but not limited to,compliance with all applicable
laws, rules, and regulations pertaining to clean air permits, initiation of any law suits or
bankruptcy proceedings, sale or conveyance of real property, labor disputes, and changes in
business operations.
22. No Delegation of Police and Taxing Power. Company shall not pledge the
credit of the City nor make the City a guarantor of payment or surety for any contract, debt, or
obligation,judgment, lien, or any form of indebtedness. The parties agree that this Agreement
does not nor shall it be construed as a delegation of any of the City's authority or police powers
to Company.
IN WITNESS WHEREOF, this Agreement is entered into as of the day and year the
last party signs this Agreement as stated below.
�CANAV- The City of Cape Canaveral,
a Florida municipal corporation.
ATTEST:
David L. Greene,City Manager
is Goforth CMC
City Clerk _ Date:T 7/12
Economic Incentive Agreement
City of Cape Canaveral/Comprehensive Health Services,Inc.
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COMPREHENSIVE HEALTH SERVICES,INC.
,k— c.__
Nam : S
Title: C��� �•�«G i te'ti
Date:
STATE OF �L )
COUNTY OF )
I HEREBY CERTIFY that on this day, before me, an officer duly authorized in the
State and County aforesaid to take acknowledgments, personally appeared
J tm Van Wse n of COMPREHENSIVE HEALTH
SERVICES, INC., a Maryland corporation who is [_y ] personally known to me or [__] has
produced as identif`ic'ation.
JENNIFER C.MICHAELS Not li - State of
& Commissan#FF 1230 8 `J\Cn�,,�
:.: 2 '
Expires May 18, Printed Name
�"':, •;"n':� Bon�edi�Nlm fajnlnswae8
nc00.3851019
My Commission Expires: MOAA 1S.2-01
Economic Incentive Agreement
City of Cape Canaveral/Comprehensive Health Services,Inc.
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