1619 Interlocal w/Earnest Products QUALIFIED TARGET INDUSTRY REFUND PROGRAM
INTERLOCAL FUNDING AGREEMENT
EARNEST PRODUCTS, INC./SOUTHERN MANUFACTURING
& FABRICATION, LLC/1201 CORNWALL, LLC
THIS AGREEMENT is made and executed this a7 day of a) - , 20 /3 , 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 Earnest Products, Inc./Southern
Manufacturing & Fabrication, LLC/1201 Cornwall, LLC, hereinafter referred to as
"COMPANY".
WITNESSETH:
WHEREAS, COUNTY and CITY are mutually desirous of entering into a cooperative
venture to facilitate award of a QTI tax refund to COMPANY; and
WHEREAS, COUNTY and CITY have each agreed to make a QTI award to
COMPANY in an amount up to THIRTY-THREE THOUSAND THREE HUNDRED
DOLLARS ($33,300.00) for a total award not to exceed SIXTY-SIX THOUSAND SIX
HUNDRED DOLLARS ($66,600.00), and 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 taken all steps necessary and incidental to the
execution of this Agreement; and
QTI Interlocal Agreement Between Seminole County and Sanford
Earnest Products, Inc./Southern Manufacturing& Fabrication, LLC/1201 Cornwall, LLC
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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
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 July 31, 2019.
Section 4. CITY's Responsibilities.
(a) CITY agrees to pay to COUNTY its portion of the QTI award according to the
approved project payout schedule for COMPANY, in the amount of THIRTY-THREE
THOUSAND THREE HUNDRED DOLLARS ($33,300.00) upon approval and execution of this
Agreement.
(b) CITY agrees that COUNTY will provide complete oversight, monitoring, and
management of the award to COMPANY in conjunction with the State of Florida including
oversight,monitoring, and management for that portion of the award paid by CITY.
QTI Interlocal Agreement Between Seminole County and Sanford
Earnest Products, Inc./Southern Manufacturing & Fabrication, LLC/1201 Cornwall, LLC
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SECTION 5. COUNTY's Responsibilities.
(a) COUNTY agrees to provide complete oversight, monitoring, and management of
the award to COMPANY on behalf of COUNTY and CITY.
(b) COUNTY shall, on an annual basis, make the required reimbursement for the
entire local matched amount, CITY and COUNTY, for COMPANY directly to the State of
Florida.
(c) As they are obtained from COMPANY, COUNTY shall forward copies of annual
project reports required by the State of Florida to CITY and further agrees to notify CITY when
all obligations under the award have been satisfied.
(d) In the event of COMPANY's failure to comply with its responsibilities under the
award, COUNTY agrees to refund to CITY such award monies as remain unpaid to CITY's
contribution to the award at the time of said default.
Section 6. Default by COMPANY. In the event of 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 COUNTY or CITY will be shared equally by COUNTY and CITY
respective to each award, to the extent that such award money funds paid to the State are not
repaid to COUNTY or 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.
QTI Interlocal Agreement Between Seminole County and Sanford
Earnest Products, Inc./Southern Manufacturing&Fabrication, LLC/1201 Cornwall, LLC
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For the present, the parties designate the following as the respective places for giving of
notice, to wit:
For COUNTY:
Jim Hartmann, County Manager
1101 East First Street
Sanford, Florida 32771
For CITY:
Norton Bonaparte, City Manager
City of Sanford
300 North Park Avenue
Sanford, Florida, 32771
The parties may affect 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,
provided that 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
QTI Interlocal Agreement Between Seminole County and Sanford
Earnest Products, Inc./Southern Manufacturing&Fabrication, LLC/1201 Cornwall, LLC
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of the State of Florida, nor as a waiver of sovereign immunity of COUNTY and 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 of
copartners between the parties, or as constituting CITY, including its officers, employees, and
agents, the agent, representative, or employee of 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
of the formal rties hereto and no right or cause of action shall accrue under or b
benefit o t e parties by
P
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
QTI Interlocal Agreement Between Seminole County and Sanford
Earnest Products, Inc./Southern Manufacturing& Fabrication, LLC/1201 Cornwall, LLC
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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
inconsistency. The parties agree to engage in positive and constructive communication to ensure
that the 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.
QTI Interlocal Agreement Between Seminole County and Sanford
Earnest Products, Inc./Southern Manufacturing& Fabrication, LLC/1201 Cornwall, LLC
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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
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
QTI Interlocal Agreement Between Seminole County and Sanford
Earnest Products, Inc./Southern Manufacturing&Fabrication, LLC/1201 Cornwall, LLC
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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.
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.
[Balance of this page left intentionally blank; signatures on following page]
QTI Interlocal Agreement Between Seminole County and Sanford
Earnest Products, Inc./Southern Manufacturing& Fabrication, LLC/1201 Cornwall, LLC
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, . , - IIIT
IN WITNESS WHEREOF,the parties have executed this Agreement on the dates set forth
below.
ATTEST: CITY OF SANFORD
.41 1
L 4' L.' .
Clerk / JEFF TRIPL. ►`+ yor
Date: .ii " 4 _ O r
Approved as to form and
legal sufficiency.
WILLIAM L. COLBERT
City Attorney
BOARD OF COUNTY CO A ■ I RS
ATTEST: SE , ' , • V► ; .n , D •
....■ ..."
�_. By: i�
MA''' E MORSE 'OBERT DALL• 'I, Chairman
Clerk to the Board of
County Commissioners of
Seminole County, Florida. Date: /C-29./3
For the use and reliance As authorized for execution by the Board of County
of Seminole County only. Commissioners at its /4u G, /3 ,20 /3
regular meeting.
Approved as to form and
legal sufficiency.
)4/:/d d
zuk
County Attorney
MCC/sjs
8/5/13
P:\Users\Legal Secretary CSB\Economic Development\QTI Agreements&Interlocals\QTI Interlocal Sanford-Earnest Products.doc
QTI Interlocal Agreement Between Seminole County and Sanford
Earnest Products, Inc./Southern Manufacturing& Fabrication, LLC/1201 Cornwall, LLC
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$
Resolution No. 2430
A Resolution of the City Commission of the City of Sanford, Florida
regarding the qualified target industry tax (QTI) refund program and
Earnest Products, Inc.; providing for approval as a QTI business
pursuant to Section 288.106, Florida Statutes; providing for local
financial support in the form of cash equivalent to the QTI per job
award amount; providing for implementation in collaboration with
the Government of Seminole County; providing for legislative
findings and intent; providing for approval of authorizing the
entering of an interlocal agreement with Seminole County; providing
for funding in the sum of $33,300.00 and providing for a source for
such funding; providing for implementing administrative actions;
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 City of Sanford has adopted and implemented an array of economic
development incentive programs. City staff has concluded that Earnest Products, Inc.
should be provided economic development assistance in collaboration with the
Government of Seminole County and that such action would implement the City's
economic development goals and objectives of the City. The City Commission has
adopted the evaluation of City staff as to the matter. The Board of County
Commissioners of Seminole County has enacted similar economic development
programs and desires to work with the City in a collaborative manner in order to
advance the economies of the City and the County.
CERTIFIED COPY
Janet ILI[Detwilec l
City Clerk`
City of Sanford,Florida
Qo
City Clerk
Date: £r —t 5'i 3
1
(c). Seminole County and the City of Sanford are collaborating to participate in
incentivizing Earnest Products, Inc. to engage in economic activities in the community
which will benefit the citizens of the County and the City. The City Commission adopts
the analysis of economic benefit to the County and the City and the conditions of
approval relative to the proposed grant to Earnest Products, Inc. all of which the City
Commission finds to be in the public interest and to advance the public benefit by
serving a public purpose.
Section 2. Approval Of Qualified Target Industry Tax (QTI) Refund Program
Award/Collaboration With Seminole County Relative To Earnest Products, Inc.
(a). The City Commission of the City of Sanford hereby adopts, ratifies and
agrees with the provisions of the proposed Program Interlocal Agreement to be
submitted to the Board of County Commissioners of Seminole County relating to
Earnest Products, Inc., a copy of which Interlocal Agreement is attached hereto and the
document is incorporated herein by this reference thereto. The Interlocal Agreement is
hereby approved and the Mayor is authorized to execute the said Interlocal Agreement.
(b). The City Manager is authorized to provide funding for this action in the
sum of $33,300.00 and to implement budgetary and other appropriate actions which are
necessary and consistent with the provisions of this Resolution. Funding is prescribed
and available in City accounts for this project.
21Page
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Section 3. Implementing Administrative Actions.
(a). The City Manager, or designee(s), are 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(s), are 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.
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.
3IPage
Section 7. Effective Date.
This Resolution shall become effective immediately upon adoption.
Passed and adopted this 12th day of August, 2013.
Attest: City Commission of the City of
Sanford, FloridaA
01.4 A I " 111,net R. Dougherty, ' ity Cle' Jeff Triple T�!� yor
For use and reliance of the Sanford
City Commission only. Approved
as to form and legality.
�j
„ii/ /
William L. Colbert, City Attorney
Wage