2267 Agreement Sanford Cham of Comm/CRA/Sanford Info Ctr011
SANFORD CHAMBER OF COMMERCE, INCJTHE CITY OF SANFORDISANFORD
COMMUNITY REDEVELOPMENT AGENCY FUNDING AGREEMENT
THIS FUNDING AGREEMENT is made and entered on the last date below
written between the between Sanford Chamber of Commerce, Inc. (hereinafter referred
to as the "Chamber"), whose current corporate address is 230 East First Street,
Sanford, Florida 32771, a non-profit corporation of the State of Florida; and the City of
Sanford, Florida, a municipality of the State of Florida (hereinafter referred to as the
"City"), whose address is 300 North Park Avenue, Sanford, Florida 32771; and the
Sanford Community Redevelopment Agency, a dependent special district of the State of
Florida (hereinafter referred to as the "CRA") whose address is 300 North Park Avenue,
Sanford, Florida 32771.
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WHEREAS, the parties have the common goal of promoting, marketing,
organizing and implementing economic development and redevelopment within the City
of Sanford; and
WHEREAS, the parties desire to create improvements within the Sanford
Information Center which addressed at 230 East First Street, Sanford, Florida; and
WHEREAS, the parties desire that the City and the CRA contribute funding for
the improvements to the aforementioned property and that the as specified herein.
NOW, THEREFORE, for and in consideration of the sums paid by City and the
CRA to the Chamber, and other good and valuable considerations, the receipt and
sufficiency of which is acknowledged by the parties, it is hereby AGREED AS
FOLLOWS:
SECTION 1: RECITALS. The parties acknowledge the recitals herein to be true
and correct and agree to be bound by each and every of the terms thereof, which
recitals and terms are incorporated herein by this reference and which the parties shall
perform.
SECTION 2: FUNDING OF IMPROVEMENTS TO SANFORD INFORMATION
CENTER.
(a). The City shall pay to the Chamber the not -to -exceed sum of $25,000.00 to
fund a share of the costs of the work described in Section 3 to be accomplished by the
Chamber.
(b). The CRR shall pay to the Chamber the not -to -exceed sum of $25,000.00
to fund a share of the costs of the work described in Section 3 to be accomplished by
the Chamber.
(c). The City has agreed to be responsible for the following work under its
system of procurement or its own forces, all as determined by the City:
(1). Internet cafe tables and chairs.
(2). New copy machine under, and pursuant to, a City lease.
(3). Lockers for visitors/guests.
(4). Electrical grades.
(5). Computer workstations.
SECTION 3: THE CHAMBER'S DUTIES. The Chamber agrees to accomplish
the following work at the Sanford Information Center by using qualified and competent
vendors which work is outlined in detail in documents developed by the CRA and the
City in conjunction with the Chamber:
(a). Modular office build out of 4 new offices.
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(b). Installation of the following for the 4 new offices:
(1). Classroom and conference room soundproofing and
wall extension.
(2). Sliding door and handicap access for rear entrance.
(3). Glass door to match new offices for Chamber office.
(4). Bathroom cleaning/re-caulking/sealing.
(5). Televisions for display.
(6). Logo/name lettering on all office doors.
(7). Heating, ventilation and air conditioning work.
(8). Telephone, data lines, internet and installation for new offices.
(9). Purchase and installation of office furniture which includes, but is
not limited to, a matching reception desk.
(c). The Chamber shall accomplish the work on a reimbursement basis such
that the Chamber shall, immediately upon receipt, provide bona fide acceptable invoices
for work accomplished for the Chamber and the City will provide payment to the
Chamber within 10 days of receipt of the invoice in order that the Chamber may make
payments within 30 days of the receipt of the invoice.
SECTION 4: TERM. The term of this Agreement commence on the date of full
execution by the parties and the work herein contemplated shall be completed on or
before 90 days thereafter unless such time period is extended by the City in its sole
discretion.
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SECTION 6: TERMINATION OF FUNDING. The Chamber understands and
agrees that the City and the CRA have no funding obligations to the Chamber except as
specifically set forth herein and in any other agreement relating to other matters.
SECTION 6: UNDERSTANDING OF THE PARTIES. It is the understanding of
the parties that the City and the CRA desire to protect themselves from the liability
exposure to claims from the operations of the Chamber. It is understood that the City
and the CRA are providing only funding to the Chamber.
SECTION 7: COMMUNICATION. The parties hereby commit to the
implementation and maintenance of clear and open communication in order to further
the purposes of this Agreement.
SECTION 8: INDEMNIFICATION AND RELEASE BY THE CHAMBER OF
CITY AND CRA.
(a). The Chamber assumes all risk of personal injury or death, and property
damage that may arise from the implementation of services contemplated hereunder.
(b). The Chamber agrees that, on behalf of itself and any and all derivative
claimants, of whatsoever type or nature or relationship, it understands that the City and
the CRA and their officers, agents and employees assume no liability whatsoever for
any personal injury or property damage or loss that the Chamber or any derivative
claimant may suffer, of whatsoever type or nature or cause.
(c). The Chamber agrees that it will indemnify, hold and save the City and the
CRA and their officers, agents, contractors and employees whole and harmless and
defend same, from and against all claims, demands, actions, damages, costs, loss,
liabilities, expenses and judgments of any nature recover from or asserted against the
City or the CRA on account of injury or damage or injury may be incident to, arise out of,
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or be caused, either proximately or remotely, wholly or in part, by an act, omission
negligence or misconduct on the part of the Chamber or any of its agents, servants,
employees, contractors, patrons, guests, or invitees or of any other person involved
directly or indirectly with the Chamber. To that end and to the fullest extent permitted by
law, the Chamber shall indemnify, hold harmless and defend the City and the CRA, their
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 deemed to affect the rights, privileges, and immunities of the City of the CRA as
set forth in Section 768.28, Florida Statutes.
(d). 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 9: INSURANCE OF APPLICANT. The Chamber shall procure and
maintain insurance with minimum coverages of $1,000,000 per occurrence and
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$2,000,000 aggregate and list the City as additional Insured and include, and provide
the City with a certificate of insurance relative thereto, as well as providing the City with
hold harmless and waiver of subrogation endorsements, as required by the City and the
CRA, as determined by the City's Risk Manager.
SECTION 10: ASSIGNABILITY/NO THIRD PARTY BENEFICIARIES.
(a). This Agreement is not assignable. No party shall assign this Agreement or
the rights and obligation to any other party.
(b). Third parties shall not be the direct or indirect beneficiaries of any of the
agreements, terms, covenants or promises herein contained. To that end, 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 11: NOTICES. All notices or other communication required or
permitted to be given pursuant to this Agreement shall be in writing and shall be
construed as properly given if mailed by registered or certified mail with return receipt
requested. It is agreed that notice so mailed shall be reasonable and effective upon the
expiration of three business days after its deposit. Notice given in any other manner
shall be effective only if and when received by the addressee. For purposes of notice,
the addresses of the parties shall be the address as follows:
For the City:
Norton N. Bonaparte, Jr., ICMA-CM
City Manager
City of Sanford City Hall
300 North Park Avenue
Sanford, Florida 32771
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For The Chamber:
Sanford Chamber of Commerce, Inc.
ATTN: Executive Director
230 East First Street
Sanford, Florida 32771
FrOT&JlT-TOT . -"A
Ms. Sonia Fonseca
CRA Executive Director
City of Sanford City Hall
300 North Park Avenue
Sanford, Florida 32771
SECTION 12: DEFAULT.
(a). In the event of default by the Chamber, the City and the CRA 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 30 days from the date of receipt
to cure such defaults; provided, however, that this provision shall not affect the
termination rights of the City or the CRA.
SECTION 13: 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 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 14: TIME OF THE ESSENCE. Time is hereby declared essence to
the lawful performance of the duties and obligations contained in this Agreement.
SECTION 15: APPLICABLE LAWIVENUE. This Agreement and the
provisions contained herein shall be construed, controlled, and interpreted according to
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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.
SECTION 16: 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 17: ATTORNEY 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 18: EFFECTIVE DATE. This Agreement shall take effect when
adopted by the City, the CRA and the Chamber, and fully executed by their duly
authorized representatives.
SECTION 19: NONDISCRIMINATION. The Chamber agrees that it will not
discriminate against any person because of race, color, religion, sex, age, national
origin, sexual orientation, political persuasion or affinity, or disability and will take
affirmative steps to ensure that no such discrimination occurs.
SECTION 20: FAILURE TO ENFORCE NOT WAIVER OF RIGHT. Failure by
the City or the CRA 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. To that end, no waiver of any clause of this
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Agreement or of the breach thereof shall be taken to constitute a waiver of any
subsequent breach of such Agreement, nor to justify or authorize the non -observance of
any other occasion of the same or any other agreement nor shall any waiver or
indulgence granted by a party to the other be taken as an estoppel against the party.
SECTION 21: 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 of the CRA, 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 or the CRA.
SECTION 22: 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 23: 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 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 or the CRA may perform, or cause to have performed, an audit of
the records of the Chamber before or after final payment to support final payment
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hereunder. Any adjustments needed to be taken as a result of the audit shall be
implemented by the parties
(b). In order to comply with Section 119.0701, Florida Statutes, public records
laws, the Chamber must:
(1). Keep and maintain public records that ordinarily and necessarily would be
required by the City.
(2). Provide the public with access to public records on the same terms and
conditions that the City would provide the records and at a cost that does not exceed
the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.
(3). Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as authorized by
law.
(4). Meet all requirements for retaining public records and transfer, at no cost,
to the City all public records in possession of the Chamber upon termination of the
contract and destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. All records stored electronically
must be provided to the City in a format that is compatible with the information
technology systems of the City.
If the Chamber does not comply with a public records request, the City shall enforce the
contract provisions in accordance with this Agreement. Failure by the Chamber to grant
such public access and comply with public records requests shall be grounds for
immediate unilateral cancellation of this Agreement by the City. The Chamber shall
promptly provide the City with a copy of any request to inspect or copy public records in
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possession of the Chamber and shall promptly provide the City with a copy of the
Chamber's response to each such request.
-
OF CHAPTER 119, FLORIDA STATUTES, TO THE CHAMBER'S DUTY
TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT,
PAT !A111, his I
TRACI HOUCHIN, MMC, FCRM, CITY CLERK, CITY OF SANFORD,
pi;Illpiq• . III
•-� •
SECTION 24: 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 25: FORCE MAJEURE. The obligations hereunder shall be subject
to the concept of force majeure. Accordingly, in the event of Acts of God, riot, weather
disturbances, permitting, war, terrorism, civil disobedience, geologic subsidence,
electrical failure, malfunctions, epidemic, pandemic, and events of a similar nature, the
obligations shall be excused until the cause or causes thereof have been remedied.
SECTION 26: INTERPRETATION. The parties 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 any heading may be considered to be equally applicable
under another in the interpretation of this Agreement. This Agreement is the result of a
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bona fide arm's length negotiations between the parties and all parties have contributed
substantially and materially to the preparation of the Agreement. This Agreement shall
not be construed more strictly against any party on the basis of being the drafter
thereof, and all 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 27: 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 executed by all parties to this Agreement.
SECTION 28: 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 and the same document.
SECTION 29: 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 30: NO GENERAL CITY OBLIGATION. In no event shall any
obligation of the City or the CRA under this Agreement be or constitute a general
obligation or indebtedness of the City or the CRA, a pledge of the ad valorem taxing
power of the City or a general obligation or indebtedness of the City or the CRA 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 CRA or
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the Chamber nor any other person or entity 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.
SIGNATURE BLOCKS FOLLOW OF FOLLOWING PAGE:
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ATTEST/WITNESSES: SANFORQ'.G- HAMJaER OF COMMER,135, INC.
A TTES T.-
Cynth&Cin-cfs-ay-
Treasurer
ApproyO-as-to orm and legality:
David Hall, CRA Attorney
A TTES T.-
OUOAu�&'NMN14
Traci Houchin, MMC, FCRM
Approved as to form and legality
liam L. Colbert, City Attorney
6y: 0 (
A 1"j
Rickughan
Authorized Corporate Offic�rChairman
Charles Davis
Chairman
Date: 1, fi-Z3
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