EXHIBIT 10.74
Tax Increment Financing Agreement
Between
The Town Of Framingham,
Xxxxxx 108 Associates Limited Partnership
And Lifeline Systems, Inc.
Agreement made as of this 25th day of October, 2000 by and between the Town of
Framingham["Town"], Xxxxxx 108 Associates Limited Partnership ["Xxxxxx"], and
Lifeline Systems, Inc. ["Lifeline"].
WHEREAS, Xxxxxx is a Massachusetts Limited Liability Partnership, having its
principal office at: c/o LEVCO, Inc., Xxxxxxxx Office Center, 000 Xxxxxxxx
Xxxxxx, Xxxxx X, Xxxxxxx, Xxxxxxxxxxxxx 00000, authorized to do business in
Massachusetts; and
WHEREAS, Lifeline is a Massachusetts Corporation, having its principal office at
000 Xxxxxxxx Xxxxxx , Xxxxxxxxxx, Xxxxxxxxxxxxx 00000; and
WHEREAS, the Town is a Massachusetts Municipal Corporation acting through its
Board of Selectmen; and
WHEREAS, the parties to this Agreement are desirous of entering into an
Agreement in accordance with the provisions of Massachusetts General Laws
Chapter 23A; and
WHEREAS, Lifeline has entered into a 15-year lease agreement with Xxxxxx, the
record owner of 000 Xxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxxx; shown in the
municipal assessors records as Lot 7 of Block 159 Map number 81 (hereinafter
"the Property"); and
WHEREAS, the Property is 147, 057 square feet and houses an 84,000 square foot
facility serving as the headquarters of Lifeline (hereinafter called "the
Project"); and
Whereas, Lifeline undertook a complete rehabilitation of 000 Xxxxxxxx Xxxxxx in
1999 which cost $5,239,000; and
Whereas, prior to said rehabilitation commencing in 1999, the Town was only
receiving $53,428 in property taxes on this property; and
Whereas, immediately following in fiscal year 2000 the Town received over
$83,000 and is expected to receive over $121,000 in property taxes for fiscal
year 2001 for this property through enactment of this Agreement, and
WHEREAS, the Town is located within an Economic Target Area [ETA] as described
in Massachusetts General Laws, Chapter 23A, Section 3D; and
WHEREAS, the Property is within an Economic Opportunity Area [EOA] which is
within the ETA, as described in Chapter 23A, Section 3E; and
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Tax Increment Financing Agreement
Between the Town of Framingham,
Xxxxxx 108 Associates Limited Partnership and Lifeline Systems, Inc.
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WHEREAS, the ongoing use and improvements made have resulted in expansion of
permanent, full-time employees at the Property and in the number of full-time
employees of Lifeline in the Commonwealth; and
Whereas, the above cited investment in the building structure and increased
employment opportunities will result in additional improvements being spun out
for the Town's entire Central Business District; and
WHEREAS, the entire Property is located within the Town as shown on Exhibit "A";
and
WHEREAS, the Town, by vote of a Town Meeting duly called and held on October 25,
2000, has approved the Project and has found, based upon the information
submitted to it, upon the representation contained herein, and upon the Town's
additional investigation, that:
1. The Project Proposal as set forth in the certified application, a copy of
which is on file with the office of the Town Manager and the Town Clerk,
complies with the definition of a project proposal set forth in
Massachusetts General Laws, Chapter 23A, Section 3A;
2. The Project, as described in the Project proposal and the documentation
submitted therewith, is consistent with the Town's plans relative to the
Project EOA and will not overburden the Town's supporting infrastructure;
3. Lifeline has: surpassed initial employment objectives of 600 new employees
advanced for this Project from among residents of the Project ETA; offered
employment opportunities to such residents, without regard for race, color,
creed, national origin or disability; and is proposing additional
employment growth of 170 positions both at 000 Xxxxxxxx Xxxxxx and newly
leased sites in the Downtown EOA;
4. Lifeline hereby assures the Town that the corporation will encourage its
banking institutions to participate in the Community Reinvestment Act
initiatives; and
5. The Project will, if certified, have a reasonable chance of increasing
employment opportunities for residents of the ETA and will reduce the
conditions intended to be alleviated by Massachusetts General Laws, Chapter
23A.
WHEREAS, the Town has requested a designation of the Project as a certified
project for the term allowed by the EOA designation; and
Now THEREFORE, in consideration of the mutual promises herein contained and in
order to promote economic development, the stability of the communities and the
expansion of employment opportunities within the Framingham, Marlborough,
Xxxxxx, Ashland, and Northborough Economic Target Area, Lifeline, Xxxxxx, and
the Town, acting by its Board of Selectmen, hereby enter into this Agreement as
of the date first written above and agree that;
f) Conditions met prior to this tax increment agreement being voted are:
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Tax Increment Financing Agreement
Between the Town of Framingham,
Xxxxxx 108 Associates Limited Partnership and Lifeline Systems, Inc.
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a) Xxxxxx entered into a lease agreement for the building to Lifeline for
a period of fifteen years;
b) Lifeline commenced to make (or caused to be made) improvements to the
Property. The said improvements consisted of renovation and
refurbishment of approximately 84,000 square feet of office space plus
site and landscape plan improvements to attendant parking facilities
for use by Lifeline.
f) Lifeline created over 600 positions at this site including 138
positions filled with Framingham residents.
2. The Town represents to Xxxxxx, Lifeline, and the Economic Assistance
Coordinating Council that:
a) It has complied with all substantive and procedural requirements in
executing this Agreement and it is a legal, valid, and binding
document in accordance with the laws of the Commonwealth of
Massachusetts;
b) The Property is within the Framingham EOA, this Agreement is
consistent with the Framingham TIF Plan and upon approval of this plan
by the Economic Assistance Coordinating Council, the Property will
receive from the Town, tax increment exemptions in accordance with
this Agreement.
3. Xxxxxx and Lifeline represent to and agree with the Town and the Economic
Assistance Coordinating Council that:
a) They have complied with all substantive and procedural requirements in
executing this Agreement and it is a legal, valid, and binding
document in accordance with the laws of the Commonwealth of
Massachusetts;
b) No public improvements are required to be made by the Town in order to
use the Property;
c) Lifeline shall make payment to the Town a sum of money in the amount
of $37,500 by no later than January 2, 2002. Said payment shall be
utilized by the Town to purchase a new digitized fire alarm for the
central fire station in accordance with the description found in the
Town's currently adopted Capital Budget.
d) Xxxxxx agrees that all state tax credits and local property tax
benefits derived through this Agreement shall accrue directly to the
lessee Lifeline.
e) Xxxxxx and Lifeline will comply with all applicable laws, by-laws,
rules, and regulations relating to the Project, including, but not
limited to, the Zoning By-Laws of the Town;
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Tax Increment Financing Agreement
Between the Town of Framingham,
Xxxxxx 108 Associates Limited Partnership and Lifeline Systems, Inc.
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f) Lifeline and Xxxxxx incorporate by reference herein their
representations in the Certified Project Application dated September
22, 2000, in the form filed with the Town Clerk, Town Manager,
Planning Department, and the Planning Board;
4. Lifeline represents to and agrees with the Town and the Economic Assistance
Coordinating Council that:
a) Lifeline will not seek or accept any material changes to its Certified
Project Application or to this Agreement before the Economic
Assistance Coordinating Council without prior approval of the Town;
b) Lifeline will provide an annual report to the Town and to the Economic
Assistance Coordinating Council showing its employment growth. The
report will identify new employees by job classification and as
full-time or part-time employees. The report will provide such
additional information as may reasonably be required by the Town
Manager to indicate the achievement of equal opportunity within the
ETA;
c) Lifeline agrees to use reasonable efforts (provided the prospective
employees have the appropriate skills) to hire at least 50 percent
(50%) of the new employees at the facility who are residents of he
Project ETA. Lifeline will advertise employment openings in classified
publications with local distribution and with local educational
institutions such as Framingham State College, Massachusetts Bay
Community College, and Xxxxx Vocational Technical School. Lifeline
will also notify the Framingham Human Relations Commission of
employment opportunities, and will meet with the Regional PIC,
Regional Employment Board, and the Chamber of Commerce to identify
skills needed so that programs may be developed to ensure that the
Framingham labor pool possesses the necessary training for employment
at Lifeline and will continue to cooperate with them in offering and
developing training programs for otherwise qualified candidates. In
order to enhance recruiting, Lifeline agrees to hold discussions with
and advise appropriate institutions in Framingham regarding programs
and courses that would offer appropriate training so that more jobs
may be filled from the ETA.
5. Provided that the conditions stated above are met, then:
a) Lifeline shall be entitled to an EOA investment tax credit of five
percent (5%), in accordance with the provisions of the general laws;
b) For the Town's fiscal year 2000, the assessed value of the Property
shall be fixed according to law (the "Base Value"). The Base Value can
be adjusted annually, only if performed in accordance with
Massachusetts General Laws, Chapter 40, Section 59, as it may be
amended or any affected provisions of law enacted in replacement
thereof;
c) For fiscal years 2001through 2015, (i) the fair cash value of the
Property shall be determined annually in accordance with the law, (ii)
the Base Value as adjusted under paragraph 5.b. of this Agreement
shall be subtracted there from and (iii) the remainder shall represent
the fair cash value of the improvements. The improvements shall be
exempt from
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Tax Increment Financing Agreement
Between the Town of Framingham,
Xxxxxx 108 Associates Limited Partnership and Lifeline Systems, Inc.
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assessment and taxation in accordance with the following schedule as
calculated in Exhibit B, which is hereby made a part of this
Agreement:
Exemptions Schedule
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Fiscal Year Exemption Percentage
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2001 20%
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2002 15%
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2003 10%
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2004 5%
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2005 5%
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2006 1%
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2007 1%
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2008 1%
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2009 1%
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2010 1%
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2011 1%
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2012 1%
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2013 1%
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2014 1%
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2015 1%
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6. This Agreement shall be binding upon the parties hereto and upon any
subsequent owners of the Property and their successors and/or assigns.
7. The Town hereby authorizes the Board of Selectmen to execute this Agreement
on its behalf and to monitor and enforce compliance by Lifeline and Xxxxxx
with its terms. The Board of Selectmen is authorized to act for and on
behalf of the Town in proceedings relating to the approval of this
Agreement by the Economic Assistance Coordinating Council.
8. The Board of Assessors is responsible for implementing paragraphs 5.b. and
5.c. of this Agreement.
9. This Agreement may be assigned, with prior written notice to the Town, by
Lifeline or by Xxxxxx to any affiliated entity or to a successor owner of
the Property (whether by deed, foreclosure, deed-in-lieu of foreclosure or
otherwise) or affiliated entities, provided that the Town consents to such
assignment. The Town's consent shall not be unreasonably withheld so long
as the proposed assignee has the demonstrated capacity to perform and does
perform the obligations undertaken herein by Xxxxxx and/or Lifeline.
IN WITNESS WHEREOF, each of the Parties has executed this Agreement on
the date shown next to the signature of its authorized representative.
Town Of Framingham
By Its Board Of Selectmen
Xxxxxx 108 Associates Limited Partnership Or A Majority Thereof
/s/ Xxxxxx Xxxxxx /s/ Xxxxxxx Xxxxxxxx
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Signature Signature of Authorized Official
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Tax Increment Financing Agreement
Between the Town of Framingham,
Xxxxxx 108 Associates Limited Partnership and Lifeline Systems, Inc.
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11/17/00 /s/ Xxxxxx X.X. Xxxxxxx
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Date of Signature Signature of Authorized Official
/s/ Xxxxxxxxxxx Xxxxxxx
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Lifeline Systems, Inc. Signature of Authorized Official
/s/ Xxxxxx X. Xxxxxx /s/ Xxxx X. Xxxx
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Signature Signature of Authorized Official
11/09/00 /s/ Xxxxxx Xxxxx
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Date of Signature Signature of Authorized Official
11/01/00
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Date of Signature
Town Counsel
/s/ Xxxxx Xxxxxxxx
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Signature
11/15/00
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Date of Signature
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