926-Unicell Paper Mills, Inc. CITY OF SANFORD
ECONOMIC DEVELOPMENT INCENTIVE PROGRAM AGREEMENT
WITH UNICELL PAPER MILLS, INC.
THISASREEMENTiseffectiveasofthe/~H~- dayof .~3...~...
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 UNICELL PAPER MILLS, INC., authorized to do business and doing .
business in the State of Florida, whose address is 3401 Jewett Lane, Sanford, Florida
32771 (hereinafter referred to as the "COMPANY").
WITNESSETH:
WHEREAS, the City Commission of the City of Sanford, Florida recognizes the
need for economic development stimulation for specific industry types and specific City
geographic areas, and; "-' '
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WHEREAS, 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;
WHEREAS, the City Commission of the City of Sanford, Florida desires to provide
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incentives in the City economy which will encourage job development, and;
WHEREAS, an economic development incentive program can provide needed
capital for Commercial/Industrial development and thereby encourage expansion and job
creation, and;
WHEREAS, assisting Commercial/Industrial 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, 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
and thereby create employment opportunities, which will be marketed vigorously in the
CITY, and to make capital investments all in accordance with the City's Economic
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Economic Development incentive Program Agreement
Development needs, the CITY Comprehensive Plan, Economic Development Element, the
COMPANY's E.D. Program Application, and the CITY's Ordinance No. 3273, and;
WH EREAS, 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 construct a 88,000 square foot building
at a location in the corporate limits of the City of Sanford at an approximate cost of 25
Million Dollars ($25,000,000.00), 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 publids best interest and
serves a public purpose to aware 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
hereina~er contained 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 1. - 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 annual base wage of
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Economic Development Incentive Program Agreement
Twenty thousand and no/100 ($20,000.00), (including COMPANY paid fringe benefits), or
an annual base wage, excluding all COMPANY paid fringe benefits, of Fifteen thousand
and no/100 ($15,000.00).
(B) "Project" - means the physical construction of a building located in the vicinity
of the South East quadrant at the intersection of Aero Lane and Jewett Lane, specifically
located at 3401 Jewett Land, Sanford, Florida 32771.
SECTION 3. - Rm3resentations 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 Brij Sharma or his
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 limits of the CITY and agrees to create and provide certain
employment opportunities in th.e .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, 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 this Agreement by the CITY, the COMPANY guarantees that new permanent
jobsfora least SEVENTY (70) persons will be provided atthe projectwithin the CITY. The
total number of new jobs represent a CITY expenditure of $2,000 per new job created.
Said new jobs shall be maintained for a period of at least thirty-six (36) months from date
of hire. All jobs must be created, occupied (personnel may change), and sustained for
thirty-six (36) months within a sixty (60) month period. Job announcements and vacancies
must be advertised in a Sanford local newspaper and notice of need must be forwarded
to Job Services of Central Florida, and the Community Development Department of the
City of Sanford.
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Economic Development Incentive Program Agreement
(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
fringe benefits, ($15,000.00) Fifteen thousand dollars per annum per full time equivalent
job or, including all paid employee/employer paid fringe benefits, ($20,000.00) Twenty
Thousand dollars per annum per full time equivalent job.
(D) The COMPANY agrees that the project will result in the expenditure
of at least ($25,000,000.00) Twenty Five Million Dollars of capital investment relating to
the Project.
(E) The COMPANY agrees that construction has commenced on or before
January 1, 2001 and be complete on or before June 30, 2002.
(F) The COMPANY shall provide written verification, satisfactory to the
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 make the
documentation available for review and inspection by the CITY.
SECTION 5. - Covenants of the CITY/Grant Funds,
(A) The COMPANY agrees to fully secure its obligations relating to this
Agreement by causing to be issued, in favor of the CITY, a letter of credit, ped:ormance
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 ($179,160.00) One Hundred Seventy Nine Thousand One
Hundred Sixty and no/100ths Dollars of Economic Development incentive support the total
award package comprising of the following (1) the CITY providing up to ($39, 160.00)
Thirty Nine Thousand One Hundred Sixty and no/100ths Dollars, of CITY fee waivers for
expenses related to the Project, and (2) the CITY providing up to ($140,000.00) One
Hundred Forty Thousand and no/100ths Dollars of cash incentives for expenses related
to the Project. Funds shall be made available in Fiscal Year '01 -'02 up tO the total amount
of($179,160.00) One Hundred Seventy Nine Thousand One Hundred Sixty and no/100ths
Dollars.
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Economic Development Incentive Program Agreement
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 twelve (12)
months starting on the first month, (12) twelve months after the certificate of occupancy is
issued, and every twelve (12) months thereafter, or as frequently as specified by the CITY,
on forms provided by the CITY for the duration of the Project. These reports shall contain
and provide 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) month period subsequent to the effective date of this Agreement and
each subsequent twelve (12) month period for a 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, - Bindincl 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, - Assiqnment.
This Agreement shall not be assigned by either party without the prior written
approval of the other.
SECTION 11, - Public Records.
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Economic Development Incentive Program Agreement
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 pertaining 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 recoFds 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.
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
CITY OF SANFORD
300 North Park Avenue
Sanford, Florida 32771
With copy to:
Economic Development Manager
CITY OF SANFORD
300 North Park Avenue
Sanford, Florida 32771
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Economic Development Incentive Program Agreement
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Economic Development Incentive Program Agreement
COMPANY:
Unicell Paper Mills, Inc.
Attention: Mr. Brij Sharma
3401 Jewett Lane
Sanford, Florida 32771
(B) Either of the parties m~y 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 responsible for all personal injury and
property damage attributable to the negligent acts or omissions of that party and the
officers, employees, and agents 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 from 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 Ag{eement.
(C) The parties further agree that nothing contained herein shall be
construed 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 III,
Chapter ~ 32, Florida Statutes, relating to ethics in government.
(B) The COMPANY hereby certifies that no officer, agent or employee of
the CITY has any material interest (as defined in Section 132.332, Florida Statutes) either
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Economic Development Incentive Program Agreement
directly or indirectly, in the business of the COMPANY to be conducted here, and that no
such personal 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 be used for
the purpose of lobbying the Legislature or any other State or Federal Agency,
SECTION 16. - Equal OpportunitV Employment.
(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, disability, sex, age, or national origin and will ensure
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 be limited to, the following: retention, award of contracts, employment, upgrading,
demotion or transfer, recruitment advertising, layoff or termination, rates f pay or other
forms of compensation, and selection for training, including apprenticeship.
(B) The COMPANY agrees that it will comport all of its activities with the
provisions of Chapter 760, Florida Statutes.
SECTION 17.- Compliance with Laws and ReQulations.
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 hereafter adopted. Any material 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. - Employee/COMPANY Status.
(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 law
or by the CITY.
(B) TheCOMPANYassumestotal responsibilityforsalaries, 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 harmless from any responsibility for same.
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Economic Development Incentive Program Agreement
(C) In performing this Agreement, planning, developing, constructing,
equipping and operating the Project or carrying out any of the activities to be carried out
by the COMPANY, the COMPANY will be acting independently, in the capacity of any
independent entity, and not as a joint venturer, partner, associate, employee, agent or
representative of the CITY.
SECTION 19. - No Third-Party Beneficiaries.
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
enforce any provisions of this Agreement.
SECTION 20. - ContinGent Fees/Conflictincl Eml31ovment.
(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 COMPANY 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, gift 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 during the term of this Agreement any retainer or employment from a third
party whose interest appear to be conflicting or inconsistent with those of the CITY.
SECTION 21. - Governinq Law/Attornev's 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 from or pertaining to
this Agreement, the prevailing party shall be entitled to recover from the other, reasonable
trial and appellate attorneys, fees and costs. Venue shall be in the Eighteenth Judicial
Circuit Court in and for Seminole County, Florida.
SECTION 22. - Construction of Aqreement.
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 it being recognized that both parties, the CITY and the COMPANY, have
contributed substantially and materially to the preparation hereof.
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Economic Development Incentive Program Agreement
SECTION 23. - Constitutional and Statutory Limitation on Authority of the CITY.
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 the purposes of this Agreement, "Event of Default" shall mean
and of the following:
(1) The COMPANY misapplies 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 untrue 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 th~ COMPANY by the CITY.
(3) The COMPANY materially breaches any covenant contained
in this Agreement and such breach is not being 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 herein.
(5) The COMPANYfails 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 time period required by this Agreement.
(8) The COMPANY fails to maintain an average salary level for
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Economic Development Incentive Program Agreement
such new jobs created equal to or greater than the per annum salary set forth in this
Agreement.
(9) Within forty-five (45) days after receiving written notice from the
CITY that an Event of Default has occurred, the COMPANY shall eighter: (i) refund to the
CITY that amount of funds equal to Two Thousand and no/100ths Dollars ($2,000.00) per
new job created pursuant to the terms of this Agreement; or (ii) refund 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 law.
SECTION 25. - Counterparts.
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
constitute one and the same instrument.
SECTION 26. - Headings.
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.
Time is of the essence of this Agreement.
SECTION 28. - Severability.
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 provided for or referred to herein and, to that end,
the provisions of this Agreement shall be deemed severable. However, such invalidity or
unenforceability shall preclude the continuing effect of this Agreement if a failure of
consideration were to occur.
SECTION 29. - Entire Aclreement.
(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.
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Economic Development Incentive Program Agreement
(B) No waiver 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 hereto have made and executed this "'
Agreement for-the purposes stated herein.
et R.
/ -
/
L.//c, 07_ .=.,.
Date
For use and reliance of As authorized for execution by the City
the CITY only. Approved as to Commission of the City of Sanford on
form and legal sufficiency. this '~-?__ day of
William L. Colbert, City Attorney
Signature
Sig ZL~5_2d~,_J Dated:
Print~ype Name
I:\Lng\Cities~002\Sanford~Agreements\Economic Development Incentive program Agreement,wpd
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Economic Development Incentive Program Agreement
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