HomeMy WebLinkAbout1071-General Funding Agrmt 2006/2007GREATER SANFORD CHAMBER OF COMMERCE /CITY OF
SANFORD GENERAL FUNDING AGREEMENT FOR FISCAL
YEARS 2005/2006 THROUGH 2006/2007
THIS FUNDING AGREEMENT is made and entered into this _ i � day of
2005, by and between, the CITY OF SANFORD, a municipality of
the State of Florida, whose address is 300 North Park Avenue, Sanford, Florida 32771,
hereinafter referred to as the "CITY ", and the SANFORD /SEMINOLE COUNTY
CHAMBER OF COMMERCE, a Florida non - profit corporation, whose address is 400
East First Street, Sanford, Florida 32771 -1408, hereinafter referred to as the
"CHAMBER ".
WITNESSETH:
WHEREAS, the CITY desires to enhance the unique image of the CITY and
protect and develop the favorable image of the CITY while encouraging appropriate
development to continue to be located within the City Limits of the CITY; and
WHEREAS, the City Commission of the CITY has certain limited funds available
to encourage advantageous business locations within the City Limits of the City of
Sanford; and
WHEREAS, the City Commission of the CITY has provided funding to the
CHAMBER for Fiscal Year 2004/2005 in the amount of THIRTY -FIVE THOUSAND AND
NO /100 DOLLARS ($35,000.00); and
WHEREAS, the CHAMBER agrees to engage in certain activities that will
enhance the economic development of the CITY and benefit the citizens of the CITY
such activities to include, but not be limited to, informational services; community
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enhancement; community, tourism and economic development; promotion of the CITY
in a wide array of venues and forums; and education, governmental and membership
activities; and
WHEREAS, the CITY has concluded that the investment of public funds in the
CHAMBER in the amount set forth herein is in the public interest and the City
Commission of the CITY has concluded that the funding of the CHAMBER, as set forth
herein, provides for and accomplishes a public purpose; and
WHEREAS, the City Commission of the CITY has found and determined that the
provisions of this Agreement are consistent with all applicable law and implement the
provisions of controlling legal authority to include, but not be limited to, the provisions of
Section 166.021, Florida Statutes, which provides as follows:
(9)(a) The Legislature finds and declares that this state faces increasing
competition from other states and other countries for the location and
retention of private enterprises within its borders. Furthermore, the
Legislature finds that there is a need to enhance and expand economic
activity in the municipalities of this state by attracting and retaining
manufacturing development, business enterprise management, and other
activities conducive to economic promotion, in order to provide a stronger,
more balanced, and stable economy in the state, to enhance and preserve
purchasing power and employment opportunities for the residents of this
state, and to improve the welfare and competitive position of the state.
The Legislature declares that it is necessary and in the public interest to
facilitate the growth and creation of business enterprises in the
municipalities of the state.
(b) The governing body of a municipality may expend public funds to
attract and retain business enterprises, and the use of public funds toward
the achievement of such economic development goals constitutes a public
purpose. The provisions of this chapter, which confer powers and duties
on the governing body of a municipality, including any powers not
specifically prohibited by law, which can be exercised by the governing
body of a municipality, shall be liberally construed in order to effectively
carry out the purposes of this subsection.
(c) For the purposes of this subsection, it constitutes a public purpose to
expend public funds for economic development activities, including, but
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not limited to, developing or improving local infrastructure, issuing bonds
to finance or refinance the cost of capital projects for industrial or
manufacturing plants, leasing or conveying real property, and making
grants to private enterprises for the expansion of businesses existing in
the community or the attraction of new businesses to the community.
(d) Nothing contained in this subsection shall be construed as a limitation
on the home rule powers granted by the State Constitution for
municipalities.
NOW, THEREFORE, in consideration of the terms, provisions and covenants
contained herein, the parties hereto do mutually agree as follows:
SECTION 1. RECITALS. The foregoing recitals are true and correct and form a
material part of this Agreement upon which the parties have relied.
SECTION 2. GENERAL PURPOSE. Subject to the terms and conditions
hereinafter set forth in this Agreement, the CITY shall provide funding to the CHAMBER
with the CHAMBER providing detailed performance data on its activities and programs.
SECTION 3. GENERAL NATURE OF COMPREHENSIVE SERVICES TO BE
PROVIDED BY THE CHAMBER. The CHAMBER shall accomplish the following
general services for, and on behalf of, the CITY:
(a). Promote and assist in recruitment of new business in the CITY, act as
liaison with the economic development endeavors of local and regional economic
development organizations, conduct a business recruitment survey, develop a Business
Directory and Relocation Guide, and attract television and the film industry to the City,
keep abreast of Florida and U.S. Chambers of Commerce positions affecting business,
and attend business grant openings and ribbon cuttings.
(b). Perform duties and responsibilities that are designed to advance the
economic development goals of the CITY.
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(c). Provide to the CITY a wide array of economic development opportunities
by encouraging businesses that offer positive benefits and advantages to the CITY to
locate in, relocate to or expand in the City Limits of the CITY; to assist the municipal
government of the CITY to provide economic development incentives and economic
development programs which ensure that the CITY takes advantage of every beneficial
opportunity to enhance the economic vibrancy of the CITY; to engage in inter -
jurisdictional organizations and entities which have the potential to direct economic
development opportunities to the CITY; to investigate grant and other funding
opportunities which will provide economic advantages and opportunities to the CITY; to
maintain data and information and develop publications and materials which present a
positive and attractive economic image of the CITY; to promote and support
annexations, comprehensive planning, land use planning and positive development
activities which will serve to provide positive economic advantages for the citizens of the
CITY and which are in harmony with the historical and unique ambiance of the CITY;
and to otherwise take any and all actions necessary and advantageous to cause the
economic development of the CITY to prosper and advance.
(d). Provide information to businesses, visitors and local residents through
letters, phone contacts, brochures and other publications and signs.
(e). Conduct tours of the CITY for site selectors, travel agents, motor coach
tour operators, travel writers, and meeting planners.
(f). Conduct realtors' tours and provide awareness of the excellence of
Seminole County Schools.
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(g). Sponsor an annual awards banquet for CITY business.
(h). Produce a Business Showcase or an event of a similar type or nature.
(i). Administer and process consumer complaints through the Better Business
Bureau.
0). Provide quarterly status reports detailing CHAMBER activities including,
but not limited to, all activities in relation to services to be provided as set forth in this
Agreement which reports shall be provided to the CITY's City Manager for circulation
and review by the City Commission of the CITY.
SECTION 4. TO BE PROVIDED BY THE CITY. The CITY shall provide annual
funding to the CHAMBER in the following amounts:
(a). Fiscal Year 2005/2006: THIRTY -FIVE THOUSAND AND NO /100
DOLLARS ($35,000.00).
(b). Fiscal Year 2006 /2007: TWENTY -FIVE THOUSAND AND NO /100
DOLLARS ($25,000.00).
SECTION 5. PAYMENTS AND BILLING.
(a). As set forth herein, the CITY shall pay to the CHAMBER the total sums
set forth in Section 4 as a contract for services with the CHAMBER.
(b). The CITY shall render payment to the CHAMBER in two (2) payments
each year with the first payment to be made upon request on or after October 1 and
before October 15 of each year and the second payment to be made only after the
CHAMBER provides an annual independent Audited Financial Statement to the City
and monthly financials thereafter.
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SECTION 6. TERM. The term of this Agreement shall be from October 1, 2005
(notwithstanding the date execution of this Agreement) until September 30, 2007.
SECTION 7. RECORDS AND AUDITS.
(a). The CHAMBER shall maintain books, records, documents, time
and costs accounts and other evidence directly related to its performance under this
Agreement. All time records and cost data shall be maintained in accordance with
generally accepted accounting principles. The CHAMBER shall maintain and allow
access to the records required under this Section for a period of five (5) years after the
completion of this Agreement and date of final payment for said services, or date of
termination of this Agreement. The CITY may perform, or cause to have performed, an
audit of the records of the CHAMBER before or after final payment to support final
payment hereunder. This audit shall be performed at a time mutually agreeable to the
CHAMBER and CITY subsequent to the close of the final fiscal period in which the
Agreement is performed. Total compensation to the CHAMBER may be determined
subsequent to an audit as provided for in this Section, and the total compensation so
determined shall be used to calculate final payment to the CHAMBER. In the event of
any audit or inspection conducted reveals any overpayment by the CITY under the
terms of this Agreement, the CHAMBER shall refund such overpayment to the CITY
within thirty (30) days of notice by the CITY of the request for the refund. The CITY
reserves the right to unilaterally terminate this Agreement if the CHAMBER refuses to
allow public access to all documents, papers, letters, or other materials subject to
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provisions of Chapter 119, Florida Statutes, and other applicable law and made or
received by the CHAMBER in conjunction with this Agreement.
(b). Any person duly authorized by the CITY shall have full access to and the
right to examine any of CHAMBER records.
(c). The CHAMBER agrees to maintain its not - for - profit corporate status in the
State of Florida throughout the term of this Agreement. If the CHAMBER should, during
the term of this Agreement, lose its not - for - profit corporate status, the CITY reserves the
right to terminate this Agreement immediately and the CHAMBER thereupon agrees to
remit the CITY all payments made pursuant to this Agreement.
(d). The CHAMBER shall permit the CITY to monitor the services to be
provided hereunder. The CHAMBER shall, to assist monitoring of its program, provide
the CITY such other information as the CITY may deem necessary.
SECTION 8. CONTRACT PERFORMANCE DATA. The CHAMBER shall
provide, at a minimum, to the CITY the following performance data on a quarterly basis
with cumulative year -to -date totals:
(a). Number of telephone calls received.
(b). Number of visitors to CHAMBER offices.
(c). Number of CHAMBER Web site hits
(d). Number of relocation packages provided upon received requests.
(e). Number of CITY maps distributed.
(f). Number of business counseling sessions held.
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(g). A summary of all events and activities responding to the requirements of
Section 3, 9, 10, 11 and 12.
SECTION 9. INFORMATION AND REFERRAL.
(a). The CHAMBER shall serve as a repository of community information for
the CITY, which is distributed throughout the CHAMBER visitor center as well as
telephone, e-mail and various interfaces.
(b). CITY brochures shall be maintained and displayed prominently, along with
the business assistance team brochures. Other resource material on business
development and tourism shall be displayed as well.
SECTION 10. ECONOMIC DEVELOPMENT. Without limiting the generality of
Section 3, the CHAMBER shall provide services through its work with the CITY and the
private sector in areas of economic development. The CHAMBER shall meet with
business prospects that are visiting in the community and attend economic development
meetings. A significant part of the CHAMBER' work in economic development is
dedicated to start up businesses and retention of existing businesses.
SECTION 11. TOURISM DEVELOPMENT. Without limiting the generality of
Section 3, the CHAMBER shall work closely with the tourism development agencies in
an effort to promote the CITY's tourism business community to include traditional
tourism, heritage tourism and economic tourism.
SECTION 12. COORDINATION WITH OTHER CHAMBERS OF COMMERCE
(a). The CHAMBER shall meet regularly with all other chambers of commerce
within the County in an effort to identify areas of common concern and interest.
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(b). The CHAMBER shall engage in effective governmental relationships with
the Florida Legislature and the United States Congress.
SECTION 13. NON - EXPENDABLE PROPERTY. Any non - expendable personal
property acquired by the CHAMBER with CITY funds for the purpose of providing
services stated herein and approved by the CITY hereunder shall, at the termination of
the Agreement, be returned to the CITY.
SECTION 14. PROGRAM PUBLICITY. Any and all news releases, signs, or
other types of publicity pertaining to the CHAMBER shall recognize the CITY as a
funding entity.
SECTION 15. DISCLAIMER OF THIRD PARTY BENEFICIARIES This
Agreement is solely for the benefit of the formal parties herein, and no right or case of
action shall accrue upon or by reason hereon, to or for the benefit of any third party not
a formal party hereto.
SECTION 16. LIABILITY. To the fullest extent permitted by law, the
CHAMBER shall indemnify, hold harmless and defend the CITY, its agents, servants,
and employees, or any of them, from and against all claims, damages, losses, and
expenses including, but not limited to, attorneys' fees and other legal costs such as
those for paralegal, investigative, and legal support services, and the actual cost
incurred for expert witness testimony, arising out of or resulting from the performance of
this Agreement. In accordance with Section 725.06, Florida Statutes, adequate
consideration has been provided to the CHAMBER for this obligation, the receipt and
sufficiency of which is hereby specifically acknowledged. Nothing herein shall be
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deemed to affect the rights, privileges, and immunities of the CITY as set forth in
Section 768.28, Florida Statutes. In claims against any person or entity indemnified
under this Section by an employee of the CHAMBER or its agents or subcontractors,
anyone directly or indirectly employed by them or anyone for whose acts they may be
liable, the indemnification obligation under this Section shall not be limited by a
limitation on amount or type of damages, compensation or benefits payable by or for the
CHAMBER or its agents or subcontractors, under Workers' Compensation acts,
disability benefits acts, or other employee benefit acts.
SECTION 17. ASSIGNMENT. This Agreement shall be binding in the parties
hereto and their representatives and successors. Neither party shall assign this
Agreement or the rights and obligation to any other party.
SECTION 18. DEFAULT
(a). In the event of default by the CHAMBER, the CITY shall be entitled to any
and all legal remedies available under Florida law.
(b). Each of the parties hereto shall give the other party written notice of any
defaults hereunder and shall allow the defaulting party thirty (30) days from the date of
receipt to cure such defaults.
SECTION 19. NOTICES. Any notice required or allowed to be delivered
hereunder shall be in writing and be deemed to be delivered when either (1) hand
delivered to the official hereinafter designated, or (2) upon receipt of such notice when
deposited in the United States mail, postage prepaid, certified mail, return receipt
requested, addressed to a party at the address set forth opposite the party's name
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below, or at such other address as the party's name below, or at such other address as
the party shall specified by written notice to the other party delivered in accordance
herewith.
CHAMBER: Angelia Gordon, President and Chief Executive Officer
Sanford/Seminole County Chamber of Commerce, Inc.
400 East First Street
Sanford, Florida 32771 -1408
(407) 322 -2212
CITY: City Manager
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
(407) 330 -5600
SECTION 20. SEVERABILITY. It any part of this Agreement is found invalid
or unenforceable by any court, such invalidity or unenforceability shall not affect the
other parts of the Agreement if the rights and obligations of the parties contained therein
are not materially prejudiced and if the intentions of the parties can continue to be affected. To
that end, the terms of this Agreement is declared severable.
SECTION 21. TIME OF THE ESSENCE. Time is hereby declared essence
to the lawful performance of the duties and obligations contained in this Agreement.
SECTION 22. APPLICABLE LAWNENUE. This Agreement and the
provisions contained herein shall be construed, controlled, and interpreted according to
the laws of the State of Florida. Venue for any legal proceeding related to this
Agreement shall be in the Eighteenth Judicial Circuit Court in and for Seminole County,
Florida.
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SECTION 23. COMPLIANCE WITH LAWS AND REGULATIONS The
CHAMBER shall obtain and possess, throughout the term of this Agreement, all
licenses and permits applicable to its operations under Federal, State and local laws
and shall comply with all fire, health, and other applicable regulatory codes.
SECTION 24. ATTORNEYS FEES In the event it becomes necessary to
institute legal action to enforce any of the terms of this Agreement, the prevailing party
shall be entitled to recover all out -of- pocket expenses and costs and all reasonable
attorneys fees, paralegal fees and associated fees and costs from the date of filing until
the termination of litigation whether incurred at trial, on appeal, or otherwise.
SECTION 25. EFFECTIVE DATE. This Agreement shall take effect when
adopted by the CITY and the CHAMBER, and fully executed by their duly authorized
representatives.
SECTION 26. NONDISCRIMINATION. The CHAMBER agrees that it 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 affirmative steps to insure 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 their forms or compensation; and selection for training, including apprenticeship.
The CHAMBER, moreover, shall comply with all the requirements as imposed by the
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Americans with Disability Act, the regulations of the Federal government issued
thereunder, and any and all requirements of State law related thereto.
SECTION 27. FAILURE TO ENFORCE NOT WAIVER OF RIGHT Failure by
the CITY to enforce any provision contained herein shall not be deemed a waiver of the
right to do so thereafter as to the same breach or as to any breach occurring prior or
subsequent thereto.
SECTION 28. CONFLICT OF INTEREST. The CHAMBER agrees that it will not
engage in any action that would create or cause a conflict of interest in the performance
of its obligations pursuant to this Agreement with the CITY or which would violate or
cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating
to ethics in government or create or cause a violation of said provisions of law by and
officer, employee or agent of the CITY.
SECTION 29. FURTHER DOCUMENTS. Each of the parties hereto hereby
agree that they will execute and deliver such further instruments and do such further
acts and things as may be necessary or desirable to carry out the purpose of this
Agreement.
SECTION 30. CAPTIONS Sections and other captions contained in this
Agreement are for reference purposes only and are in no way intended to describe,
interpret, define, or limit the scope, extent or intent of this Agreement, or any provision
hereto.
SECTION 31. FORCE MAJEURE The CITY's obligations hereunder shall be
subject to the concept of force majeure. Accordingly, in the event of Acts of God, riot,
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weather disturbances, permitting, war, terrorism, civil disobedience, geologic
subsidence, electrical failure, malfunctions, and events of a similar nature, the CITY
shall be excused from providing continual utility service until the cause or causes
thereof have been remedied.
SECTION 32. INTERPRETATION. The CITY and the CHAMBER agree that all
words, terms and conditions contained herein are to be read in concert, each with the
other, and that a provision contained under one (1) heading may be considered to be
equally applicable under another in the interpretation of this Agreement. This
Agreement is the result of a bona fide arms length negotiations between the CITY and
the CHAMBER and all parties have contributed substantially and materially to the
preparation of the Agreement. This Agreement shall not be construed more strictly
against either party on the basis of being the drafter thereof, and both parties have
contributed to the drafting of this Agreement. All provisions of this Agreement shall be
read and applied in para materia with all other provisions hereof.
SECTION 33. MODIFICATION. This Agreement may not be amended,
changed, or modified, and material provisions hereunder may not be waived, except by
a written document, of equal dignity herewith, approved by the City Commission of the
CITY and the CHAMBER and executed by all parties to this Agreement.
SECTION 34. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of which,
taken together, shall constitute one (1) and the same document.
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SECTION 35. ENTIRE AGREEMENT: EFFECT ON PRIOR AGREEMENT.
This instrument constitutes the entire agreement between the parties and supersedes
all previous discussions, understandings, and agreements between parties relating to
the subject matter of this Agreement. Amendments to and waivers of the provisions
herein shall be made by the parties in writing by formal amendment.
SECTION 36. NO GENERAL CITY OBLIGATION. In no event shall any
obligation of the CITY under this Agreement be or constitute a general obligation or
indebtedness of the CITY, a pledge of the ad valorem taxing power of the CITY or a
general obligation or indebtedness of the CITY within the meaning of the Constitution of
the State of Florida or any other applicable laws, but shall be payable solely from legally
available revenues and funds. Neither the CHAMBER nor any other party shall ever
have the right to compel the exercise of the ad valorem taxing power of the CITY.
IN WITNESS WHEREOF, the parties hereto have entered this Agreement and
executed and delivered this instrument on the days and year indicated below and the
signatories below hereby represent that they have full authority to execute this
Agreement and to bind the parties set forth herein.
ATTEST.
SANFORD /SEMINOLE COUNTY
CHAMBER OF COMMEFACE, INC.
�h B
Jim Moore
Title: Treasurer
Title: Chairperson'
Date: — D
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ATTEST.•
CITY OF SANFORD, FLORIDA
By: C� i 1� �, B
OYm4 PL, 1 � Linda l4uhn
A Lz� City Clerk Mayor
Date: i Q - 1 b C
For use and reliance of City of
William L. Cc
City Attorney
d,
City
and legality.
�Srti' ar
/2. -1 - Wa s -
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