Loading...
HomeMy WebLinkAboutJULY 2005 • 1 CERTIFIED TECHNOLOGY PARK AGREEMENT This Agreement is among the Indiana Economic Development Corporation (hereinafter referred to as "IEDC "), the City of Jeffersonville, Indiana (hereinafter referred to as the "City") and the Jeffersonville Redevelopment Commission (hereinafter referred to as th "Commission "), regarding the designation, pursuant to the City's Certified Technology Park Application dated October 15, 2004, as supplemented by an Addendum to Project Information dated December 14, 2004, including aerial photographs and support "Application", as an Indiana certified technology park ere' letters (collectively, the gy P (hereinafter referred to as the "Certified Technology Park ") under Indiana Code, Title 36, Article 7, Chapter 32 (hereinafter referred to as the "Certified Technology Park Statute "), of an area commonly known as the Northport Centre identified in Section 3 of this Agreement. P Business WHEREAS, the IEDC, after reviewing the Application, has determined that the Application meets the requirements set forth in Section 11 of the Certified Technology Park Statute as well as the criteria established by the IEDC regarding the designation of certi y technology parks thereby enabling the IEDC to designate the real estate more specificall described in Section 3 and Exhibit A of this Agreement as a Certified Technology Park Y to the Certified Technology Park Statute; and pursuant dP WHEREAS, the establishment of high technology activities and ublic facilities the Certified Technology Park serves a public P ties within p purpose and is of benefit to the general welfare of the citizens of the City by encouraging tY Y gin g investment, job creation and retention, and economic growth and diversity; and WHEREAS, the Application demonstrates that the designation of the area as a certified technology park will create an opportunity to attract Me MedVenture Technology Corporation (hereinafter referred to as "MedVenture ") to locate within the area described in Section 3 of this Agreement to engage in high technology activity as defined in the Certified Technology Par Statute. gY k NOW, THEREFORE, the parties to this Agreement, gre went, in consideration of the mutual covenants, obligations, and stipulations set forth herein, witness and agree as follows: SECTION 1. PURPOSE OF AGREEMENT: Pursuant to the Certified Technology ology Park Statute, and in accordance with the terms and conditions contained herein, the purpose of this Agreement is to establish the terms and conditions governing the Certified Technology Park. SECTION 2. TERM OF AGREEMENT: This Agreement will commence as of the latest date of execution by the parties hereto, and shall continue in effect during the existence the Certified Technology Park. of SECTION 3. DESCRIPTION OF THE AREA TO BE INCLUDED WITHIN T CERTIFIED TECHNOLOGY PARK: A copy of the legal description for the area that wiill constitute the Certified Technology Park is attached hereto as "Exhibit A ", and is incorporated herein by reference thereto. d 1 . { (110 SECTION 4. COVENANTS AND RESTRICTIONS: The following restrictions are applicable to all properties contained within the Certified Technology and gy Park: a. All funds from the Certified Technology Park's Incremental Tax Financing ( "CTP Revenues ") as well as Grant Fund Fund Technology Development Grant Fund shall be any, awar from the the Certified Technology Park Program Requirements of the IEDC p as amended e from time to time. b. CTP Revenues shall be used solely to pay principal, interest, and premium, on the Commission's Redevelopment District Taxable Tax Increment ReRevenue Bonds of 2005, Series B issued in the original ' Five Hundred Thousand Dollars ($4,500,000) principal amount of Four Million or any other use approved in advance in riti dated July 18, 2005 (the `Bonds' ce g by the IEDC. c. Unless otherwise approved in advance in writing by the IEDC the types businesses eligible for location in the Certified Technology P mes f Park and tax increment recapture are expressly limited to businesses defined in Section 7 of the Certified Technology Park Statute as a High Technology Activity �' provided, however, that nothing herein precludes location of another tenant in the Certified Technology Park that does not qualify as a High Technology Activity with the understanding that no tax increment will be recaptured on such a business the IEDC's prior written consent. without d. The Commission, before February 1st of each year, shall provide IEDC with a complete list of the employers in the Certified Technology Park, and the street i names and the range of street numbers of each street in the Certified Technology Park. SECTION 5. FINANCIAL CO M IITMENTS: As part of the development of the Certified Technology Park, the following financial commitments have been made: a. The Commission is issuing the Bonds secured, in part, by a pledge of CTP Revenues as authorized by the Conunission's Resolution No 3 -05 adopted on } June 15, 2005. b. In addition to the capital expenditures and improvements, including the timing thereof, set forth on Exhibit "B" attached hereto and incorporated herein b reference thereto, MedVenture will no later than December 31, 2006 make y capital expenditures in the Certified Technology Park for land, buildings and improvements in an .amount not less than Twelve Million Six Hundred Thousand Dollars ($12,600,000) and wiII create the employment, in the Certified Technology Park as set forth payroll and CTP Revenues on incorporated herein by reference. Exhibit "C" attached hereto and to" -2 1 SECTION 6. COMMITMENTS OF INSTITUTIONS OF HIGHER EDUCATION: Purdue University (hereinafter referred to as "Purdue ") has agreed to provide support to the MedVenture facility located within the Certified Technology Park in the following manner: a. Recruitment of students, including co -ops and intems b. Manufacturing technology improvement c. Jointly leveraging R &D capabilities d. Faculty relationships e. Executive education f. Establishing master agreement for sponsored research g. Training programs pursuant to a Memorandum of Understanding between MedVenture and Purdue dated March 18, 2005 which sets forth the foregoing support with greater specificity. SECTION 7. PUBLIC FACILITIES TO BE DEVELOPED FOR THE TECHNOLOGY PARK: A listing of the proposed public facilities to be developed for the Technology Park, along with estimated costs, is attached hereto as "Exhibit B ", and is incorporated herein by reference thereto. SECTION 8. PRIMARY ACTIVITIES WITHIN THE TECHNOLOGY PARK: a. The City shall make every effort to ensure that the primary activity of the Technology Park shall be for high technology activities as defined in the Certified Technology Park Statute. The City shall notify IEDC at any time that the primary focus of the business activities occurring within the Certified Technology Park does not consist of high- technology activities. b, The City shall annually submit to IEDC, on or before December 31st of each year, a report that provides an update regarding the developments that have occurred within the Certified Technology Park including the number of jobs that have been created, the amount of capital investments that have occurred and the products developed within the Certified Technology Park that have been commercialized. SECTION 9. CERTIFIED TECHNOLOGY PARK FUND, Except as set forth in Section 4 of this Agreement, money deposited in the Certified Technology Park Fund created under Section 23 of the Certified ified Technology Park Statute may be used by the Commission only for one or more of the following purposes: 3- F 3 to, - . a. Acquisition, improvement, preparation, demolition, disposal, construction, reconstruction, remediation, rehabilitation, restoration, preservation, maintenance, repair, furnishing, and equipment of public facilities. b. Operation of public facilities as defined in the Certified Technology Park ark Statute. c. Payment of the principal of and interest on any obligations that are payable p gable solely or in part from money deposited in the Certified Technology Park Fund and that are incurred by the Commission for the purposes of financin g r or refinancing development of public facilities in the Certified Technology Park. ng the d. Establishment, augmentation or restoration of the debt service obligations described in Section 9c of this Agreement. reserve for e. Payment of the principal of and interest on bonds issued by the City t y to pay public facilities in or serving the Certified Technology Park. p Y for f. Payment of premiums on the redemption before maturity of bonds d Section 9c of this Agreement. �' described in g. Payment of the amounts due under leases payable from moneys deposited te Certified Technology Park Fund. Y p in the h. Reimbursement to the City for expenditures made by it for ublic ' serving the Certified Technology Park. p facilities in or i. Payment of expenses incurred by the Commission ssioa for public facilities that are in or serving the Certified Technology Park. j. For any purpose authorized by an agreement between the Commission and another redevelopment commission entered into under Section 26 of the Certified Technology Park Statute. k. For any other purposes permitted by the Certified Technology Park Statute, as amended. SECTION 10. NONDISCRIMINATION: to Indiana Code Pursuant , Title 27, Article 9, Chapter 1, Section 10, and the Civil Rights Act of 1964, the City shall not discriminate against employment in its activities any employee or applicant for em to g p es relating to the operation of the Certified Technology Park. The City shall not discriminate with respect to the hire, tenure, terms, conditions, or privileges of employment employment, because of the employee's or applicant's race, directly or indirectly related to ancestry, � ,religion, sex, handicap, national origin, try, or status as a veteran. Breach of this covenant may be regarded as a material breach of this Agreement. cof , t -4- ;1- , ; -- C , 1 SECTION 11. NOTICE TO PARTIES: Whenever any notice, statement or communications shall be sent to the IEDC, or the City and the Commission, it shall be sent to the following address, unless otherwise specifically advised in writing. Notices to the Indiana Economic Development Corporation shall be sent to: Indiana Economic Development Corporation Chief Financial Officer One North Capitol, Suite 700 Indianapolis, Indiana 46204 Notices to the City of Jeffersonville, Indiana and the Commission shall be sent to: City of Jeffersonville, Indiana Office of the Mayor 501 East Court Avenue Jeffersonville, Indiana 47130 SECTION 12. AUTHORITY TO BIND: Notwithstanding an to the contrary, the signatories for the City and the Commission each anything in this Ag been duly authorized to execute this Agreement on its behalf. represents that they have SECTION 13. AMENDMENT OF THIS AGREEMENT: This Agreement ma amended only with the review and written approval of all parties may be p hereto. SECTION 14. REMEDIES NOT IMPAIRED: No delay or omission of IEDC in exercising any right or remedy available under this Agreement shall impair any such right or remedy, or constitute a waiver of any default or acquiescence thereto. SECTION 15. COMPLIANCE WITH LAWS: The City agrees to applicable federal, state, and local laws, rules, regulations, comply with all gulations, or ordinances. SECTION 16. GOVERNING LAWS: This Agreement shall be construed in accordance with and governed by the laws of the State of Indiana, notwithstanding its choice of law rules to the contrary or any other state's choice of law rules and suit, if any, must be brought in the State of Indiana. SECTION 17. ENTIRE AGREEMENT: This Agreement and attachments he contain the entire understanding of the parties and this Agreement supersedes all prior Agreements and understandings, oral and written, with respect to this subject matter. Ri SECTION 18. MAINTAINING A DRUG -FREE WORKPLACE: The City hereby I covenants and agrees to make a good faith effort to provide and maintain a drug -free workplace. The City will give written notice to the IEDC within ten (10) days after receiving actual notice that an employee has been convicted of a criminal drug violation occurring in the workplace. f ilw, 1 i -5- t i { • False certification or violation of the certification may result in sanctions including, but limited to, suspension of benefits, termination of this Agreement and/or debarment from doing further business with the State of Indiana and the IEDC for up to three (3) years. doing In addition to the provisions of the above Paragraphs, if the total Agreement amount set forth in this Agreement is in excess of $25,000.00, the City hereby further agrees that this Agreement is expressly subject to the terms, conditions and representations of the following certification: This certification is required by Executive Order No. 90 -5, April 12, 1990, issued Governor of Indiana. Pursuant to its delegated authority, the e Indiana Department of the o f Administration is requiring the inclusion of this certification in all agreements with and grants from the State of Indiana is excess of $25,000.00. No award of an agreement shall be made no contract, purchase order or agreement, the total amount of which exceeds $25 000.00 shall valid, unless and until this certification has been fully executed and be made a part this Agreement as part of the Agreement documents. The City certifies and agrees that it will provide a drug -free workplace by A. Publishing and providing to all of its employees a statement notifying employees that the unlawful manufacture, distribution, dispensing, its g, possession or use of a r , controlled substance is prohibited in the City's workplace � p lace and specifying the actions that will be �. taken against employees for violations of such prohibition; and B. Establishing a drug -free awareness program to inform its employees of (1) the dangers of drug abuse in the workplace; (2) the City's policy of maintaining a drug-free workplace; (3) any available drug counseling, rehabilitation, and employee assistance ro g t drug bons and (4) the penalties that may be imposed upon an employee for dru abuse violations p occurring �s� in the workplace. C. Notifying all employees in the statement required by subparagraph (a) above that as a condition of continued employment the employee will ( 1) abide by statement; and (2) notify of any criminal drug statute conviction for a violation the occurring of the workplace no later than five (5) days after such conviction; mng m the D. Notifying in writing the State within ten (10) days after receiving notice from an employee under subdivision (C)(2) above, or otherwise receiving actual notice of such conviction; ti E. Within thirty (30) days after receiving notice under subdivision (C)(2) above of a conviction, imposing the following sanctions or remedial measures on any employee who is convicted of drug abuse violations occurring in the workplace: (1) take appropriate personnel action against the employee, up to and including termination; or (2) require such employee to satisfactorily participate in a drug abuse assistance or rehabilitation program approved gr pp for such purposes by a Federal, State or local health, law enforcement, or other appropriate agency; and, 6 } F. Making a good faith effort to maintain a drug -free workplace p e through the implementation of subparagraphs (A) through (E) above. SECTION 19. INDEMNIFICATION: The City agrees, to the e to indemnify, defend, and hold harmless the IEDC and its agents, officers and employees e y law, all claims and suits including court costs, attorney's fees, and other expenses caused by any or omission of the City. The IEDC shall not provide such indemnification to the City. Y ct . SECTION 20. PENALTIES/INTEREST /ATTORNEY FEES: a faith perform its required obligations hereunder and does not agree to I any y penalties, good liquidated damages, interest, or attorney's fees, except pay any t as may Y bee qui rd by Indiana law, n l in part, Indiana Code, Title 5, Article 17, Chapter 5, Section 1 et seq., Indiana Code, Title 34, Article 54, Chapter 8, Section 5 and Indiana Code, Title 34, Article 13, Chapter 1, Section P coon 6. SECTION 21. SEVERABILITY: The invalidity of any section, subsection, clause or provision of this Agreement shall not affect the validity of the remaining sections, subsections clauses or provisions of this Agreement. SECTION 22. EFFECT UPON DESIGNATION DUE TO FAILURE TO COMPLY WITH AGREEMENT TERMS: Upon designation gnation of the Certified Technology Park under the terms of this agreement and the Certified Technology Park Statute, subsequent toe failure of any party to comply with the terms of this Agreement shall not result in q or rescission of the designation as a certified technology the termination provisions of the Certified Technology Park � park provided, however, subject to the gy k Statute, the IEDC retains the right to revoke the tax increment and recapture rights of the Certified Technology Park in the by the City, the Commission or any tenant located in the Certified Technology of noncompliance terms of this Agreement but the foregoing the Bonds are no longer chnotog Park with any g g proviso applies only if outstanding. SECTION 23. DEFINITIONS: Terms not otherwise defined in this Agreement shall have the meanings set forth in the Certified Technology Park Statute. IN WITNESS WHEREOF, the parties, by their duly authorized representatives have executed this Agreement on the dates entered below. [The remainder of this page has been intentionally left blank.] i { Zpp" ( Signature Page of Jeffersonville Redevelopment Commission j to Certified Technology Park Agreement f i 1, JEFFERSONVILLE REDEVELOPMENT COMMISSION • 1 By: [ i Printed Name: P m v c..I f Title: `` Date: ( vS i E • t • r ! f z L' a:. g g 0.. 8 ' '. 1 f 1 ' i t 4 s ____ . _ __ . • , , , } i c„. k Signature Page of the City of.Ie, f�ersonville, Indiana to Certified Technology Park Agreement t t CITY OF JEFFE • I INDIANA By: tifi° 1 Robe . Waiz, J ., Mayor Date: 1 t 24' O t t t it 4 Y: I t P a . i t it i x t . 1 1 t 1 i == i (...., 9 1 ; . ,..,1,11 illt, t i ..... .... c _ 1, 1 Signature Page oflndiana Economic Development Corporation to Certified Technology Park Agreement 1 ' INDIANA ECONOMIC DEVELOPMENT CORPORATION 4 5W t By: fr( A d Al / Ce A-LA-4,- : Printed Name: /It C ,#4 S MAu 6 Title: (st AE►LT i t Date: i h t C I t Z t Z k' t I 1 t I I . k : IF - 10- T 4'