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738-Chamber of Commerce April AGREEMENT BETWEEN SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE AND CITY OF SANFORD, FLORIDA THIS AGRF~F~MENT is entered into this ~5"' dayof /t~/O//~lL~ ,2000, by and between THE CITY OF SANFORD, a political subdivision of the State of Florida, whose address is 300 North Park Avenue, Sanford, Florida 32771, hereinaf~er referred to as "CITY," and the SANFORD/SEMINOLE COUNTY CHAMBER OF COMMF_RCE, a not-for-profit corporation organized under the laws of the State of Florida, whose corporate address is 400 East First Street, Sanford, Florida~ 32771-1408, hereinafter referred to as "SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE". WITNESSETH: WHEREAS, the CITY finds that provision of services including information services, community enhancement, special events, community and economic development, tourism development and promotion, education, goverrtment, and membership activities are valid CITY purposes under the taws of the State of Florida; and W~EREAS, SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE performs such services in the course of its activities and operalions; and WHEREAS, the CITY desires to provide SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE a grant totaling TWENTY FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00) to perform such services for the benefit of citizens of the City of Sanford. NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration provided by each party hereto, the parties agree as follows: Section 1. Recitals. The above recitals are tree and correct and form a material part of this Agreement upon which the parties have relied. Section 2. Services to be Provided by SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE. SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE shall: a. Promote and assist in recruitment of new business in Sanford, act as liaison with the economic development endeavors of local and regional economic development organizations, conduct a business teenailment survey, inventory vacant business loca~ons~ develop a manufacturers and business park guide, and attract television and the film industry to the city. Keep abreast of Florida and U.S. Chambers of Commerce positions affecting business. Attend business grand openings and ribbon cuttings. b. Provide information to businesses, visitors and local residents through letters, phone contact, brochures and other publications and signs. e. Conduct tours of the Sanford area for site selectors, travel agents, motorcoach tour operators, travel writers, and meeting planners. d. Conduct Realtors' Tours and provide awareness of the excellence of Seminole County Schools. e. Annual Awards Banquet for Sanford business. f. Produce Business Expo at the Seminole Towne Center. g. Administer complaints through the Better Business Bureau. h. Provide quarterly and annual status reports detailing SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE activities including all activities in relation to Services to be Provided, for circulation and review by the City Commission of the City of Sanford. Section 3. Goods and Services to be Provided by the CITY. The CITY shall provide a one-time grant in the amount of TWENTy_FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00) to SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE. Section 4. Payments and Billing. a. As set forth in Section 3 herein, the CITY shall pay to SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE the total sum of TWENTY- FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00). This is the total amount to be paid to SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE pursuant to this Agreement. b. The CITY shall render the TWENTY-HVE THOUSAND AND NO/100 DOLLARS ($25,000.00) payment to SANFORD/SEMINOLE COUNTY CHA~MBER OF COMMERCE in two payments of $12,500.00 each, with the first payment to be made upon request after October 1, 1999, and the second payment to be made upon request after this agreement is executed by both parties. Section 5. Term. The term of this Agreement shall be from October 1, 1999 to September 30, 2000, notwithstanding the date the parties signed this Agreement. Sanford/Seminole County Chamber of Commerce Agreement Page - 2 - Section 6. Assignment. SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE shall not assign any right or duties under this Agreement to any other party without written permission of the CITY. If SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE attempts to assign any rights or duties without prior written permission of the CITY, this Agreement may be declared void by the CITY and SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE thereupon agrees to remit to the CITY all payments made pursuant to this Agreement for the entire term of the Agreement. Section 7. Indemnification. SANFORD/SEMrNOLE COU~TY CHAMBER OF COMMERCE agrees to indenmlfy and hold harmless the CITY from and against any and all liability, claims, demands, damages, expenses, fees, fines, penalties, suits, proceedings, actions and costs of action including but not limited to, attorneys' fees, of any kind and nature, arising or growing out of or in any way connected with the performance of this Agreement by SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE or because of or due to the existence of this Agreement itself. Section 8. Records and Reports. a. SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE shall keep orderly and complete records of its accounts and operations and shall open these records to inspection and andit by the authorized CITY personnel at reasonable hours during the entire term of this Agreement, or, if audit findings have not been resolved at the end of three ( 3 ) years, the records shall be retained until resolution of the audit findings. Any person duly authorized by the CITY shall have full a~cess to and the right to examine any of said records during said period. Project files are confidential and not available for inspection to the extent permitted by State law. b. SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE agrees to maintain its not-for-profit corporate status in the State of Florida throughout the term of this Agreement. If SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE should, during the term of this Agreemere, lose its not-for-profit corporate status, the CITY reserves the right to terminate this Agreemere immediately and SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE thereupon agrees to remit to the CITY all payments made pursuant to this Agreement. c. SANFORD/SE1VffNOLE COUNTY CHAMBER OF COMMERCE shall permit the CITY to monitor the services to be provided hereunder. SANFORD/SEMINOLE Sanford/Sendnole County Chamber of Conrnerce Agreement Page - 3 - COUNTY CHAMBER OF COMMERCE shall, to assist monitoring of its program, provide to the CITY such other information as the CITY may deem necessary. Section 9. Civil Rights. a. SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE will not discriminate against any employee or person on account of race, color, sex, religious background, ancestry, marital status, disability or national origin in the performance of this Agreement. b. It is expressly understood that, upon receipt of evidence of such discrimination, the CITY shall have the right to terminate this Agreement for breach and SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE thereupon agrees to remit to the CITY all payments made pursuant to this Agreement. Section 10. Alterations, Variations, Etc., Reduced to Writing. Any alterations, variations, modifications or waivers of provisions of this Agreement shall only be valid when they have been reduced to writing, duly signed and attached to the original of this Agreement. The parties agree to renegotiate this Agreement if revision of any applicable laws or regulations make changes in this Agreement necessary. Section 11. Issuance of Checks. The name of the official payee to whom the CITY shall issue checks shall be: SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE Section 12. Notice. Whenever either party desires to give notice unto the other, notice may be sent to: CITY OF SANFORD: Anthony M. VanDervvorp, AICP City Manager P,O. Box 1788 Sanford, FL 32772-1788 SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE: Ronald E. Rose, Executive Director 400 East First Street Sanford, Florida 32771-1408 Section 13. Entire Agreement This Agreement contains all the terms and conditions agreed upon by the parties. No other agreements, oral or otherwise, regarding the subject matter of Sanford/Seminole COunty Chamber of Comlfmrce Agreenent Page - 4 - this Agreement shall be deemed to exist or to bind any of the parties hereto. Section 14. Compliance with Laws and Regulations. SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE 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 15. Governing Law; Severability. This Agreement shall be construed in accordance with the laws of the State of Florida. It is agreed by and between the parties that if any covenant, condition or provision contained in this Agreement is held to be invalid by any court of competem jurisdiction, such invalidity shall not affect the validity of any other covenants, conditions, or provisions herein contained to the extent the CITY derives anticipated benefits from this Agreement. Section 16. Failure to Enforce Not Waiver of Right. Failure by 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. Section 17. Conflict of Interest, a. SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE agrees that it will not engage in any action that would create 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 11/, Chapter 112, Florida Statutes, relating to ethics in government. b. SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE hereby certifies that no officer, agent or employee of the CITY has any material interest (as defined in Section 112.312(15), Florida Statutes, as over 5%) either directly or indirectly, in the business of SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE to be conducted here, and that no such person shall have any such interest at any time during the term of this Agreement. c. Pursuant to Section 216.347, Florida Statutes, SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE hereby agrees that monies received from the CITY pursuant to this Agreement will not be used for the purpose of lobbying the Legislature or any other State or Federal Agency. IN WITNESS WItEREOF, the parties hereto have made and executed this Agreement for the purposes stated herein. Sanford/Seminole County Chamber of Commerce Agreement Page - tl - ATTEST: SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE RONALD E. ROSE, Executive Director ROBERT PARSELL, President (CORPORATE SEAL) STATE OF ~1o1~ ~ P.A ) ) COUNTYOF 9,sn; ,ole ) I HEREBY CERTIFY that on this Q,G day of ,/4'fl~lL ,2000, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared ROBERT PARSELL and RONALD E. ROSE, as President and Executive Director, respectively, of SANFORD/SEMINOLE COUNTY CHAMBER OF COMMERCE, a not-for-profit corporation organized under the laws of the State of Florida, who are personally known to me or who have produced as identification. They acknowledged before me that they execoted the foregoing instrument as such officers in the name and on behalf of the corporation and that they also affixed thereto the official seal of the corporation. Notary Public in and for the County and State aforementioned. My commis ' - ..:j~.4_g~tt~tt-~r. ZL,~ Sanford/Seminole County Chamber of C4mmmrce Agl~ement Page-S~ ATTEST: CITY COMMISSION OF ~ CITY OF SANFORD, FLORIDA j,AN~T~R. DOUGHERT~y~ B City Clerk D~.~= ;, ~,/,~ A~s~a~uauthorized for execution by the City Commission of the City of Sanford. Sanford/Seminole County C~r of Commerce Agreement Page - 7 -