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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. 21 Page (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 31 Page 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. 41 Page 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. 51Page (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 6 1 P a g e 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 71 Page 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 -izP-Z NUM