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899-Econ Dev (Father's Table) CITY OF SANFORD ECONOMIC DEVELOPMENT INCENTIVE PROGRAM AGREEMENT THIS AGREEMENT is effective as ofthe 23rd day of October 2001, by and between the CITY OF SANFORD, a political subdivision of and in the state of Florida, whose address is 300 North Park Avenue, Sanford, Florida 32771 (hereinafter referred as the "CITY") and THE FATHER'S TABLE , authorized to do business and doing ~ ,, business in the State of Florida, whose addreg~ iq '~100 CnUntry (211~h Rand, Rnhfard, Flarlda, .~. (hereinafter referred to as the (COMPANY), whose Federal Employer I.D. Nuttiber is 59-349- 7806. W1TNESSETIt: '~: WltE, REAS, the City Commission of the City of Sanford, Florida recognlz~s the need fo~ economic development stimulation for specific industry types and specific City geographic W!~,REAS, the City Commission of the City of Sanford, Florida desires to encourage the development of strong healthy Commercial/Industrial activity in the City of Sanford, and; WllE, REAS, the City Commission of the City of Sanford, Florida desires to provide incentives in the City economy which will encourage job development, and; WI~,REAS, an economic development incentive program can provide needed capital for Commemial/Industrial development and thereby encourage expansion and job creation, and; WltF, REAS, assisting CommereiaVlndustrial development and encouraging job creation serves a valid public purpose as it provides for an expanded tax base and for enlarged employment opportunities, and; WHEREAS, the City of Sanford, has enacted, through Ordinance No. 3273, an Economic Development Incentive Program (hereinafter referred to as ("The E.D. Program") and has the fiscal capacity to conduct and accomplish the programs relating thereto, and; WHEREAS, the COMPANY will expand its industry or business to and in the City of Sanford and thereby create empbyment opportunities, which will be marketed vigorously in the CITY, and to make capital investments all in accordance with the City's Economic Development needs, the City Comprehensive Plan, Economic Development Element, the Company's E.D. Program Application, and the City's Ordinance Number 3273, and; WHEREAS, the COMPANY and the CITY desire to enter into this Agreement for the purpose of gaining additional assurances to the CITY that certain expenditures by the CITY will produce a positive economic effect in the City of Sanford as a result of the COMPANY'S activities in the City of Sanford, and; WHEREAS, the COMPANY is proposing to renovate their existing buildin4g at a location in the corporate limits of the City of Sanford at an approxLmate cost of One Million Two Hundred Thousand Dollars ($1,200,000.00), which sum represents a significant capital investment, and; WHEREAS, the new jobs created and capital investment made by the COMPANY will make the project economically viable in terms of economic development, and; WHEREAS, the COMPANY is eligible to receive a grant through the CITY'S E.D. Program, and, WHEREAS, the CITY has determined that in order to enhance and preserve the health, education, and welfare of the citizens of the CITY it is necessary, proper, and desirable to enter into this agreement with the COMPANY in order to enhance the economic development of the City of Sanford, and; WHEREAS, the CITY finds and declares that it is in the public's best interest and serves a public purpose to award a grant and/or other assistance through the 'City's E.D. Program to the COMPANY pursuant to the terms of this Agreement. NOW, THEREFORE, in consideration of the premises and mutual covenants hereinaRer contain and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby covenant and agree as follows: SECTION I. - Recitals The above recitals are true and correct and form a material part of this Agreement upon which the parties have relied. SECTION 2. - Definitions (A) "New Permanent Jobs" - means new permanent jobs made available to persons not having been previously employed by the COMPANY, such jobs being established for a minimum of three (3) years and having a minimum including all employer paid things, annual base wage of twenty thousand and no/100 ($20,000.00) or an annual hse wage, excluding all employer paid fringes, of fifteen thousand and no/100 ($15,000.00). (B) "Project" - means the renovation of the building currently located at 2100 Country Club Cr., Sanford. Florida by providing an additional of physical building. SECTION 3. - Reoresentations of the COMPANY The COMPANY hereby represents and warrants to the CITY the following: (A) The COMPANY is duly organized and validly existing under the laws of the State of Florida and is authorized to do and is doing business in the State of Florida. (B) The COMPANY has the corporate power, authority, and legal right to execute, deliver, and perform this Agreement. The execution, delivery, and performance of this Agreement by the COMPANY have been duly authorized by all necessary corporate and shareholder action. (C) The COMPANY'S Project Manager shall be Bob Hicks &/or Bob White or his/her designee. SECTION 4. - Covenants of the COMPANY The COMPANY hereby covenants with the CITY to do the following: (A) The COMPANY agrees to locate or expand its business operations inside the corporate Hmits of the CITY and agrees to ereate and provide certain employment opportunities in the CITY as more specifically set forth below. The COMPANY will secure its obligations relating to this agreement by causing to be issued, in favor of the CITY, a performance bond, surety bond, letter of credit, real property lien, or other surety satisfactory to the CITY. (B) In consideration of approval of its application for funds under the provisions of the Agreement by the CITY, the COMPANY guarantees that new permanent jobs for at least Sixty (60) persons will he provided at the project within the CITY between January 1~. 2001 and Jantlary 1s~. 2006. The total number of new jobs represents a CITY expenditure of one thousand two hundred fifty ($1,250) per new job created. Said jobs shall he maintained for a period of at least tli~-six (36) months from date of hire. All jobs must he occupied (personnel may change), and sustained for thirty-six (36) months within a sixty (60) months period. Only jobs recruited for aRer November 1, 2000 are eligible. Job announcements and vacancies must be advertised in a Sanford local newspaper and notice of need must be forwarded to Jobs Services of Central Florida and the Community Development Department of the City of Sanford. (C) New permanent employment means permanent jobs made available by the COMPANY to persons not been previously employed by the COMPANY and shall be compensated to an annual minimum salary of, minus all paid employee/employer paid fringes, HFTEEN THOUSAND ($15,000) dollars per annum per full time equivalent job or, including all paid employee/employer paid fringes, TWENTY THOUSAND ($20,000) dollars per annum per full time equivalent job. (D) The COMPANY agrees that the project will result in the expenditure of at least One Million Two Hundred Thousand Dollars ($1,200,000.00 ) of capital investment relating to the Project. (E) The COMPANY agrees that renovation will commence on or before January I. 2001 and be complete on or before June 30. 2001. (F) The COMPANY shall provide written verification, satisfactory to CITY, demonstrating compliance with this Agreement. (G) When the jobs have been created or capital investments have been made, the COMPANY shall cause notice to be given to the CITY and will m_ake the documentation available for review and inspection by the C1TY. SECTION 5. - Covenants of the CITY/Grant Funds (A) The COMPANY agrees to fully secure its obligations relating to this Agreement by causing to issued, in favor of the CITY, a letter of credit, performance bond, or other surety acceptable to the CITY. (B) The CITY conditions its obligation herein, subject to the COMPANY promptly furnishing to the CITY, with evidence satisfactory to the CITY, that the COMPANY has accomplished its obligations relating to the Project. Reports shall be made to the CITY by the COMPANY every twelve (12) months, in a format provided by and satisfactory to the CITY. (C) The CITY, subject to the COMPANY fully complying with all parts of this agreement, will provide $75,000 of economic development incentive support. The City will provide up to $8,550.00 of City fee waivers for expenses related to the project and the City will provide up to $66,450.00 of cash incentive for expenses related to the project. SECTION 6. - Term This Agreement shall become effective upon execution by the CITY and the COMPANY and shall remain in effect through close out of the Agreement pursuant to and consistent with its terms. SECTION 7.- Reports (A) The COMPANY shall provide the CITY with reports at least every twelve (12) months starting on January 1. 2002, and every twelve months thereafter, or as l~equently as specified by the CITY, on forms provided by the CITY for the duration of the Project. These reports shall give information regarding the number of new permanent jobs that have been provided by the Project, and of all activities affecting the implementation of this Agreement including, but not limited to, a narrative summary of progress on the Project in the report form approved by the CITY. (B) The COMPANY shall provide the CITY a written annual verification, satisfactory to the CITY in its sole discretion, of compliance by the COMPANY with all agreed upon performance standards as set forth herein which verification must be certified by an officer of the COMPANY and submitted to the CITY. Annual verifications shall cover the entire twelve (12) months period subsequent to the effective date of this Agreement and subsequent twelve (12) months period for total of five (5) annual verifications. The COMPANY, at its sole cost and expense, shall provide such verification to the CITY. SECTION 8. - Force Maieure In the event any party hereunder fails to satisfy a requirement imposed in a timely manner, due to a hurricane, flood, tornado, or other Act of God or force majeure, then said party shall not be in default hereunder; provided, however, that performance shall recommence upon such event ceasing its effect. SECTION 9. - Binding Effect This Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors in interest, transferees, and assigns of the parties. SECTION 10. - Assienment This Agreement shall not be assigned by either party without the prior written approval of the other. SECTION 11. - Pubfie Records The COMPANY shall allow public access to all documents, papers, letters or other materials, which have been made or received by the COMPANY in conjunction with this Agreement. SECTION 12. - Records and Audits (A) The COMPANY shall maintain in its place of business all books, documents, papers, and other evidence perthring to work performed under this Agreement. Such records shall be and remain available at the COMPANY place of business at all reasonable times during the term of this Agreement and for five (5) years after Agreement closure. (B) The COMPANY agrees that the CITY or its duly authorized representatives shall~ until the expiration of five (5) years after Agreement closure, have access to examine any of COMPANY'S books, documents, papers, and records involving transactions related to this Agreement. The COMPANY agrees that payments made under this Agreement shall be subject to reduction for amounts charged which are found, based on audit examination, not to constitute allowable costs. (C) All required records shall be maintained until an audit has been completed and all questions arising from it are resolved or until five (5) years after closure of the Agreement, in writing, and submission of the FINAL invoice, whichever is sooner. The COMPANY will provide proper facilities for access to and inspection of all required records. SECTION 13. - Notices (A) Whenever either party desires to give notice unto the other, notice may be sent to: CITY OF SANFORD City Manager 300 North Park Avenne Sanford, Florida 32771 With copies to: Cnrnmnnity Development Director 300 North Park Avenue Sanford, Florida 32771 COMPANY Bob White 210~ Cormtry Club Rnad Sanford, Florida 32771 Either of the parties may change, by written notice as provided herein, the addresses or persons for receipt of notices or invoices. All notices shall be effective upon receipt. SECTION 14. - Indemnity and Insurance (A) Each party to the Agreement is rasponsible for all personal injury and property damage attributable to the negligent acts or omissions of that party and the officers, employees, and agems thereof. (B) To the extent allowed by law, each party to this Agreement shall indemnify, save and hold harmless the other party and all of its respective officers, agents, and employees liom and against all losses and all claims, demands, payments, suits, actions, recoveries, and judgments of every nature and description whatsoever, including claims for property damage and claims for injury to or death of persons brought or recovered against other party to this Agreement, by reason of any act or omission of the responsible party, its respective officers, agents, subcontractors, or employees, in the execution of the work relating to this Agreement. (C) The parties further agree that nothing contained herein shall be corksm~ or interpreted as denying to any party any remedy or defense available to such parties under the laws of the State Of Florida, nor as a waiver of sovereign immunity of the CITY beyond the waiver provided for in Section 768.28, Florida Statutes. (D) The COMPANY shall provide necessary workers compensation coverage and unemployment compensation for its employees. SECTION 15. - Conflict of Interest (A) The COMPANY 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 111, Chapter 112, Florida Statutes, relating to ethics in government. (El) The COMPANY hereby certifies that no officer, agent or enr~ployee of the CITY has any material interest (as defined in Section 1 12.3 12, Florida Statutes) either directly or indirectly, in the business of the COMPANY to he 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, the COMPANY hereby agrees that monies received from the CITY pursuant to this Agreement will not he used for the purpose of lobbying the Legislature or any other State or Federal Agency. SECTION 16. - Etlual Onnortunitv Emnlovment (A) The COMPANY agrees that it will not discriminate against any contractor, employee or applicant for employment or work under this Agreement, because or on account of race, color, religion, disab'~ity, sex, age, or national origin and will insure that applicants are employed and employees are treated during employment without regard to race, color, religion, sex, age, or national origin. This provision shall include, but not he limited to, the following: retention, award of contracts, employment, upgrading, demotion or mmsfer, recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (B) The COMPANY agrees that it will cornport all of its activities with the provisions of Chaptar 760, Florida Statutes. SECTION 17. - Comnliance with Laws and Retula~ons (A) In performing under this Agreement, the parties shall abide by all laws, statutes, ordinances, rules, and regulations pertaining to, or regulating the performance set forth herein, including those now in effect and hereat~er adopted. Any meterift violation of said laws, statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement, and shall entitle the non-violating party to terminate this Agreement immediately upon delivery of written notice of termination to the violating party. SECTION 18.- Emnlovee/COMPANY Stares (A) Persons employed or retained by the COMPANY in the performance of services and functions pursuant to this Agreement shall have no claim to pension, workers' compensation, unemployment compensation, civil service or other employee rights or privileges granted to the CITY officers and employees, either by operation of hw or by the CITY. (B) The COMPANY assumes total responsib'fiity for salaries, employment benefits, contractual rights and benefits, contract payments, federal, state and local employment taxes if any attributable to the COMPANY personnel or contractors, and agrees to indemnify and hold the CITY hannless from any responsibility for same. (C) In performing this Agreement, planning, developing, constructing, equipping, and operating the Project or carrying om any of the activities to be carded out by the COMPANY, the COMPANY will be acting independently, in the capacity of an independent entity, and not as a joint venturer, partner, associate, employee, agent or representative of the CITY. SECTION 19. - No Third-Party Beneficiaries (A) This Agreement is made for the sole benefit of the parties hereto and their respective successors and assigns, including any successor in interest to the COMPANY'S interest in the Project, and is not intended to and shall not benefit any third party. No third party shall have any rights hereunder or as a result of this Agreement or any right to enfome any provisions of this Agreemere. SECTION 20. - Contingent Fees/Conflicting Emolovment (A) The COMPANY covenants that it has employed and retained only bona fide employees working for the COMPANY and attorneys and consultants, to solicit or secure this Agreement. The CITY warrants that it has not paid or agreed to pay any person, company, corporation, individual or from other than a bona fide employee working for the COMPANY, any fee, commission, percentage, git~ or any other consideration, contingent upon or resulting from the award of making of this Agreement. (B) The COMPANY agrees that at the time of execution of this Agreement it has no retainer or employment agreement, oral or written, with any third party relating to any matter which adversely affect any interest or position of the CITY. The COMPANY shall not accept dmig the terms of this Agreement any retainer or employment from a third party whose interest appear to he conflicting or inconsistent with those of the CITY. SECTION 21. - Governhl Law/Attornevs' Fees This Agreement shall be construed and interpreted according to the laws of the State of Florida~ In the event of litigation between the parties arising fi'om or perusing to this Agreement, the prevailing party shall he entitled to recover from the other, reasonable trial and appellate attorneys, fees and costs. SECTION 22. - Construction of Agreement (A) This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel for one of the parties. Its being recognized that both parties, CITY and COMPANY, have contributed substantially and materially to the preparation hereof. SECTION 23. - Constitutional and Statutory Limitation on Authority of the CITY (A) The terms and conditions of this Agreement placed upon the CITY are applicable only to the extent they are within and consistent with the constitutional and statutory limitations on the authority of the CITY. Specifically, the parties acknowledge that the CITY is without authority to grant or pledge a security interest in any of the City's revenue sources or property. SECTION 24. - Events of Default/Remedies (A) For purposes of this Agreement, "Event of Default" shall mean any of the following: (1) The COMPANY shall misapply or cause the misapplication of CITY funds or credits received pursuant to this Agreement. (2) Any representation or warranty made by the COMPANY herein or in any statement, invoice or certificate furnished to the CITY in connection with the performance of the Agreement proves to be trotroe in a material respect as of the date of issuance or making thereof and shall not be corrected or brought into compliance within thirty (30) days after written notice thereof to the COMPANY by the CITY. (3) The COMPANY shall materially breach any covenant contained in this Agreement and such breach shall not be corrected or cured within thirty (30) days after written notice thereof to the COMPANY by the CITY, provided however; that the CITY may declare a lesser time period in the event that it finds, in its sole and absolute discretion, that such lesser period is necessary to protect the public health, safety or welfare. (4) The COMPANY fails to provide to the CITY the written verification, satisfactory to the CITY, of its performance obligations hemin~ (5) The COMPANY fails to expend Grant Funds in accordance with this Agreement. (6) The COMPANY fails to create and fill the minimum number of permanent new jobs within the limit prescribed in this Agreement. (7) The COMPANY fails to maintain the permanent new jobs created for the t'nne period required by this Agreement. (8) The COMPANY fails to maintain an average salary level for such new jobs created equal to or greater than the per annum salary set forth in this Agreement. (9) I within forty-five (45) days at~er receiving written notice from the CITY that an Event of Default has occurred, the COMPANY shall either: (i) refund to the CITY that mount of funds equal to One Thousand Two Hundred Fifty ($1,250.00) per new job not created pursuant to terms of this Agreement; or (ii) retired such disbursed funds which the CITY determines have been misapplied under the terms of this Agreement, or, in the alternative, deposit such funds into the registry of the court, subject to determination of the CITY'S entitlement thereto. The CITY may proceed to assert any and all legal or equitable remedies provided by hw. SECTION 25. - CounteroaRs (A) This Agreement may be executed in any number of counterparts each of which, when executed and delivered, shall be an original, but all counterparts shall together eonstitnte one and the same instrument. SECTION 26. - Headings (A) All sections and descriptive headings in this Agreement are inserted for convenience only, and shall not affect the construction or interpretation hereof. SECTION 27. - Time (A) Time is of the essence of this Agreement. SECTION 28. - Severabiltv (A) If any provision, term or clause of this Agreement is determined to be invalid or unenforceable by a Court of competent jurisdiction, said determination shall not, in any way, effect the obligation of the parties as provided for or referred to herein and, to that end, the provisions of this Agreement shah be deemed severable. However, such invalidity or unenforceab'~ity shall preclude the confmuing effect of this Agreement ff a failure of consideration Were to Occur. SECTION 29. - Entire A~,reement (A) This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and may not be modified or amended except by a written instrument equal in dignity herewith and executed by the parties to be bound thereby. (B) No v,~aiver or consent to any departure from any term, condition or provision of this Agreement shall be effective or binding upon any party hereto unless such waiver or consent is in writing, signed by an authorized officer of the party giving the same and delivered to the other party. (C) The COMPANY agrees that no representations have been made by the CITY in order to induce the COMPANY to enter into this Agreement other than as expressly stated in this Agreement. IN WITNESS WHEREOF, the parties hemto have m~de and executed this Agreement for the purposes stated herein. ATTEST: Date Mayor Date ATTEST: .. City Cler Date (CORPORATE SI~AL) F:/edagreeTFT