2430 Funding Agreement Goldsboro Front Porch CouncilJ
FUNDING AGREEMENT GOLDSBORO FRONT
PORCH COUNCIL, INC. WITH THE CITY OF SANFORD
THIS AGREEMENT is made and entered into by and between Goldsboro Front
Porch Council, Inc. ("Goldsboro Main Street"), whose address is 1213 Historic
Goldsboro Blvd, 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 (the "City"), whose
address is 300 North Park Avenue, Sanford, Florida 32771.
WITNESETH:
WHEREAS, the mission of Goldsboro Main Street is to seek to advance the
targeted community of Goldsboro that will release the power of the community to
rebuild its neighborhood through a redevelopment process that is neighborhood
asset -based, community -focused, and relationship -driven; and
WHEREAS, Goldsboro Main Street is seeking funding for a part-time Executive
Director to be responsible for overseeing the administration, programs, and strategic
plan of Goldsboro Main Street and to help offset or defray expenses; and
WHEREAS, Goldsboro Main Street has requested that the City provide funding
for a portion of the cost of the Executive Director for Goldsboro Main Street and the City
has agreed to provide such funding in the amount of $25,000.00 per year as specified
herein and, in addition, the City has agreed to provide $5,000.00 per year to help
Goldsboro Main Street with expenses incurred in its operation.
NOW, THEREFORE, for and in consideration of the sums paid by City to
Goldsboro Main Street, 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: GOLDSBORO MAIN STREET PRINCIPLES. Goldsboro Main
Street's principles are to (1) improve schools; (2) reduce crime; (3) increase
economic opportunities; (4) provide infrastructure opportunities; (5) provide
affordable housing opportunities; and (6) create an environment that fosters healthy
families and vital communities. The City agrees with and supports such principles.
SECTION 3: FUNDING OF GOLDSBORO MAIN STREET PERSONNEL
COSTS AND CONTRIBUTION TOWARD OPERATING COSTS.
The City shall pay to Mainstreet the sum of $30,000.00 per year of which
$25,000.00 shall be used to help fund the cost for a part-time Executive Director who
shall be responsible for overseeing the administration, programs, and strategic plan of
Goldsboro Main Street and $5,000.00 shall be used to help Goldsboro Main Street with
its ongoing operating expenses. At all times, the Executive Director shall be employed
by and be an employee of Goldsboro Main Street and not an employee of the City
SECTION 4: TERM. The term of this Agreement shall be from the first day of
the first month following execution of this Agreement and shall continue for a period of
three (3) years thereafter unless earlier terminated by Goldsboro Main Street or the
City.
SECTION 5: RELATIONSHIP OF THE PARTIES.
The parties' relationship is that of independent contractor and no party hereto
shall function or operate as the agent of the other.
SECTION 6: TERMINATION OF FUNDING. Goldsboro Main Street understands
and agrees that the City may terminate funding at any time upon sixty (60) days
advanced written notice to Goldsboro Main Street upon a determination that it would be
in the best interests of the public to do so which determination shall be conclusive and
without appeal.
SECTION 7: UNDERSTANDING OF THE PARTIES. It is the understanding of
the parties that the City desires to protect itself from the liability exposure to claims from
the operations of Goldsboro Main Street. It is understood that the City is providing
funding only for the benefit of Goldsboro Main Street. It is further understood that it is
the responsibility of Mainstreet to keep the City apprised of the operations of Goldsboro
Main Street and the effectiveness thereof.
SECTION 8: INDEMNIFICATION AND RELEASE BY GOLDSBORO MAIN
STREET OF CITY.
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(a) Goldsboro Main Street assumes all personnel costs in connection with the
Executive Director referenced herein and indemnifies the City for all such personnel
costs.
(b) Goldsboro Main Street 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 their officers, agents and employees assume no liability whatsoever for any
personal injury or property damage or loss that Goldsboro Main Street or any derivative
claimant may suffer, of whatsoever type or nature or cause.
SECTION 9: 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 10: 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 (3) 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:
Dr. Tom Tomerlin
Economic Development Director
City of Sanford City Hall
300 North Park Avenue
Sanford, Florida 32771
For Goldsboro Main Street:
1213 Historic Goldsboro Blvd
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Sanford, Florida 32771
SECTION 11: DEFAULT.
(a) In the event of default by Goldsboro Main Street, 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; provided, however, that this provision shall not affect the
termination rights of the City.
SECTION 12: 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 13: TIME OF THE ESSENCE.
Time is hereby declared to be of
the essence to the lawful performance of the duties and obligations contained in this
Agreement.
SECTION 14: APPLICABLE LAWIVENUE. 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.
SECTION 15: COMPLIANCE WITH LAWS AND REGULATIONS. Mainstreet
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 16: 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.
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SECTION 17: EFFECTIVE DATE. This Agreement shall take effect when
executed by or on behalf of the City.
SECTION 18: NONDISCRIMINATION. Goldsboro Main Street 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 19: 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. To that end, no waiver of any clause of this 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 20: CONFLICT OF INTEREST. Goldsboro Main Street 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 21: 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 22: RECORDS AND AUDITS.
In order to comply with Section 119.0701, Florida Statutes, public records laws,
Goldsboro Main Street must:
(1) Keep and maintain public records that ordinarily and necessarily would be
required by the City.
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(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 Goldsboro Main Street upon termination
of this Agreement 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 Goldsboro Main Street does not comply with a public records request, the City
shall enforce the provisions of this Agreement. Failure by Goldsboro Main Street to
grant such public access and comply with public records requests shall be grounds for
immediate unilateral cancellation of this Agreement by the City. Goldsboro Main Street
shall promptly provide the City with a copy of any request to inspect or copy public
records in possession of Goldsboro Main Street and shall promptly provide the City with
a copy of Goldsboro Main Street's response to each such request.
IF GOLDSBORO MAIN STREET HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO MAINSTREET'S DUTY
TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS AT (407) 688-5012, TRACI HOUCHIN,
MMC, FCRM, CITY CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK
AVENUE, SANFORD, FLORIDA 32771, TRACI.HOUCHIN@SANFORDFL.GOV.
SECTION 23: 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 24: FORCE MAJEURE. The obligations hereunder shall be subject to
the concept of force majeure. Accordingly, in the event of Acts of God, riot, weather
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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 25: 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
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 26: 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 27: 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 28: 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 29: 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. Goldsboro Main Street nor any other person or entity
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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. -
Secretary
Title
ATTEST.
GOLDSBORO FRONT PORCH
COUNCIL, INC.
By:
Sigi
Printed Name
President
Title
Date: &o�-
CITY OF SANFORD
tl- U �
Traci Houchin, MMC, FCRM
Approved as to form and legality: $
By:
William L. Colbert, City Attorney
ruff, Mayor
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