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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. 1FAVIDIVIAI&IZ&AF 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. 21Pa_ge (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. __ _ _ 3 1 P a g e 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, 4 1 P a g e 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 5)page $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 61Page. 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 7 1 P a g e 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 8 1 P a g e 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 _ 9 1 P a g e 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 101Pag_e 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 11_)Page 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 121Pa_ge 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: 131 P a g e 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 14 1 P a g e