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740-Sanford Main Street AGREEMENT BETWEEN SANFORD MAIN STREET, INC. AND CITY OF SANFORD, FLORIDA THis AG EMENT is entered into this/ e day of/ 2eby and between THE CITY OF SANFORD, a political subdivision of the State of Florida, whose address is :300 North Park Avenue, Sanford, Florida :32771, hereinafter referred to as "CITY", and SANrOD MAIN STREET, INC. a not-for profit corporation organized under the laws of the State of Florida, whose corporate address 102 Park Avenue, Sanford, Florida, :32771, hereinaftcr referred to as "SANFORD MAIN STREET INC." WITNESSETH: WHEREAS, the CITY finds that provision of services including design, economic restructuring, promotion, government and membership activities are valid CITY purposes under the laws of the State of Florida; and WHEREAS, SANFORD MAIN STREET, INC. performs such services in the course of its activities and operations; and WHEREAS, the CITY desires to provide SANFORD MAIN STREET, INC. 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 goods and valuable consideration provided by each party hereto, the parties agree as follows: Section 1. Recitals. The above re~tals are true and correct and form a matefial part of the Agreement upon which the panics have relied. Section 2. Services to be provided by SANFORD MAIN STREET, INC. SANFORD MAIN STREET, INC. shall a. assist in facilitating quality building rehabilitation and public improvements to enhance the appearance of downtown, which will include but not limited to: creating a banner program for downtown area, continue to offer grants to building owners for exterior improvements, assist in improving downtown landscaping. b. Improve the economic base of downtown by strengthening existing businesses and recruiting new businesses and filling vacancies with office, retail and housing uses; continue to update and maintain building and business inventory. c. Enhance the public image of downtown through special events, retail sales events, and effective public relations, which will include but not limited to: Annual Christmas Parade, holiday lights in downtown area, July 4th fireworks display. d. Provide quarterly and annual status reports detailing SANFORD MAIN STREET, INC. activities relating to Services to be Provided, for review by the City Commission of the City Commission of the City of Sanford. Section 3. Goods and Services to be provided by the CITY. The CITY shall provide a grant in the amount of TWENTY-FIVE THOUSAND AND NO/100 DOLLARS ($25,000,00) to SANFORD MAIN STREET, INC. Section 4. Payments and billing. a. As set forth in Section 3 herein, the CITY shall pay to SANFORD MAIN STREET, INC. the total sum of TWENTY FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00). This is the total amount to be paid to SANFORD MAIN STREET, INC. pursuant to this Agreement. 2 b. The CITY shall render the TWENTY FIVE THOUSAND AND NO/100 DOLLARS ($25,000.00) in one lump sum payment when made upon request after October 1, 1998. Section 5. Term. The term of this agreement shall be from October 1, 1998, to September 30, 1999, notwithstanding the date the parties signed this Agreement. Seetion 6. Assignrnent. SANFORD MAIN STREET, INC. shall not assign any right or duties under this Agreement to any other party without written permission of the CITY. If SANFORD MAIN STREET, INC. 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 MAIN STREET, INC. thereupon agrees to remit to the CITY all payments made pursuant to this Agreement forthe entire term of the Agreement. Section 7. Indernnlfieation. SANFORD MAIN STREET, INC. agrees to indemnify 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 MAIN STREET, INC. or because of or due to the existence of this Agreement itself. Section 8. Reeords and Reports. a. SANFORD MAIN STREET, INC. shall keep orderly and complete records of its accounts and operations and shall open these records to inspection and audit 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 access 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 MAIN STREET, INC. agrees to maintain its not-for-profit corporate 3 status, the CITY reserves the fight to terminate this Agreement immediately and SANFORD MAIN STREET, INC. thereupon agrees to remit to the CITY all payments made pursuant to this Agreement. c. SANFORD MAIN STREET, INC. shall permit the CITY to monitor the services to be provided hereunder. SANFORD MAIN STREET, INC. shall, to assist monitoring of its program, provide to the CITY such information as the CITY may deem necessary. Section 9. Civil Rights. a. SANFORD MAIN STREET, INC. 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 fight to terminate this Agreement for breach and SANFORD MAIN STREET, INC., thereupon agrees to remit to the CITY all payments made pursuant to this Agreement. Section 10. Alteration, variation, etc., Reduce 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 if revision of any applicable laws or regulations make changes in this Agreement necessary. Section 11. Notice. Whenever either party desires to give notice unto the other, notice may be sent to: CITY OF SANFORD: Anthony M. VanDerworp, AICP City Manager P.O. Box 1788 Sanford, FL 32772-1778 4 SANFORD MAIN STREET, INC. Linda Kuhn, Program Manager P.O. Box 1741 Sanford, FL 32772-1741 Section 12. 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 this Agreement shall be deemed to exist or to bind any of the parties hereto. Section 13. Compliance with Laws and Regulations. SANFORD MAIN STREET, INC. 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. Seaion 14. Governing Law; Severability. This Agreement shall be construed in acx:ordance 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 competent 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 15. 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 16. Conflict of Interest. a. SANFORD MAIN STREET, INC. 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 III, Chapter 112, Florida Statutes, relating to ethics in government. 5 b. SANFORD MAIN STREET, INC. hereby certifies that no officer, agent or employee of the CITY has any material interest (as defined in Section 112.3 12(15), Florida Statutes, as over 5%) either directly or indirectly, in the business of SANFORD MAIN STREET, INC. 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 MAIN STREET, INC. 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 WHEREOF, the parties hereto have made and executed this Agreement for the purposes stated herein. ATTEST: SANFORD MAIN STREET, INC. '~1° iger 6 STATE OF FLORIDA } COUNTY OF SEMINOLE} i HE~Y cERTi~c that on ,~s ~ d~y ~C_~.~99S, before ~, and officer d~y au~ofized in the State ~d Coun~ ~ores~d to ~e ac~owl~en~, person~ly ap~r~ BE~A~ ~TZGE~LD ~d LINDA ~HN, a ~esident ~d ~o~ M~ager, respectively, of SA~O~ ~IN ST~ET, INC., a no~-for-profit coloration org~ized under ~e laws of ~e State of ~ofida, who ~e pemon~ly ~own to me or who have produ~d ~ ~ i ificafion. The ~owled ed before me ~at they e~ut~ the foregoing instmme uch o '~ i e ~e n ATTEST: CITY COMMISSION OF THE , ' - CITY OF SA ORD, FLORIDA CITY CLERK For the use and reliance As authorized for execution by the City of City ofSanford on,y. Approved as to form legal sufficiency regular meeting. William L. Colbert City Attorney 7