1061-05 Bikefest Sponsorship AgGREATER SANFORD CHAMBER OF COMMERCE /CITY OF
SANFORD SPONSORSHIP AGREEMENT FOR BIKEFEST
2005 EVENT
THIS SPONSORSHIP AGREEMENT is made and entered into thi day of
SFTFm F3F_ r? 2005, by and between, the CITY OF SANFORD, a municipality of the
State of Florida, whose address is 300 North Park Avenue, Sanford, Florida 32771,
hereinafter referred to as the "CITY", and the SANFORD /SEMINOLE COUNTY CHAMBER
OF COMMERCE, a Florida non - profit corporation, whose address is 400 East First Street,
Sanford, Florida 32771 -1408, hereinafter referred to as the "CHAMBER ".
WITNESSETH;
WHEREAS, the CHAMBER plans to sponsor Bikefest 2005 on October 22 and 23,
2005 in conjunction with several co- sponsors all as set forth generally in the pages of the
CHAMBER's Web page (a representative sample of said information is attached to this
Agreement as an exhibit hereto (see, http:// www .sanfordchamber.com /main.htmi and
WHEREAS, the CITY has concluded that the investment of public funds in the
CHAMBER's Bikefest 2005 in the amount set forth herein, but subject to the conditions set
forth herein, is in the public interest and the City Commission of the CITY has concluded
that the funding of the CHAMBER's Bikefest 2005, as set forth herein, accomplishes a
legitimate public purpose; and
WHEREAS, the City Commission of the CITY has incorporated the conditions of this
Agreement is order to ensure that the fiscal integrity of the CITY is protected and that the
benefits inuring from the Bikefest 2005 CHAMBER event are appropriately distributed to
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include appropriate disbursements to the CITY after the conclusion of the event.
NOW, THEREFORE, in consideration of the terms, provisions and covenants
contained herein, the parties hereto do mutually agree as follows:
SECTION 1. RECITALS. The foregoing recitals are true and correct and form a
material part of this Agreement upon which the parties have relied and the pages from the
CHAMBER's Web page are also incorporated herein by reference as if fully set forth herein
verbatim.
SECTION 2. PURPOSE. The purpose of this Agreement is to set forth the terms
under which the CITY will provide contingent funding to the CHAMBER as a sponsor of the
CHAMBER's Bikefest 2005 event scheduled to occur on October 22 and 23, 2005.
SECTION 3. CONTINGENT FUNDING TO BE PROVIDED BY THE CITY.
(a). Subject to the terms and conditions set forth herein, the CITY shall be a
sponsor of the Bikefest 2005 event in the amount of THIRTY -ONE THOUSAND AND
NO /100 DOLLARS ($31,000.00) subject to, however, the CITY receiving twenty -five
percent (25 %) of the event profits as set forth and determined in Section 6.
(b). Subject to the conditions set forth herein, the CITY shall waive fees relating to
the Bikefest 2005 event in an amount up to the total sum of THIRTY -ONE THOUSAND
AND NO /100 DOLLARS ($31,000.00) as a sponsorship fee. This fee waiver is the total
amount to be contributed to the CHAMBER pursuant to this Agreement or to otherwise
sponsor the Bikefest 2005 event.
SECTION 4. TERM. The term of this Agreement shall be from the date of full
execution of this Agreement by the parties until a full accounting of the Bikefest 2005 event
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has been completed to the satisfaction of the CITY; provided, however, that the provisions
of Section shall continue in full force and effect thereafter.
SECTION 5. CHAMBER RESPONSIBILITIES RELATING TO BIKEFEST 2005
EVENT.
(a). The CHAMBER shall implement the Bikefest 2005 event on October 22 and
23, 2005 as set forth in the Web page of the CHAMBER and the promotional materials of
the CHAMBER in a manner that is well ordered, well disciplined, and reflects highly upon
the CITY and the citizens of the CITY.
(b). The CHAMBER shall ensure that sound fiscal and accounting practices are
used with regard to all activities and events of the Bikefest 2005 event and sound and
generally accepted financial accounting practices shall be used.
(c). All income relating to the Bikefest 2005 event shall be meticulously
accounted for and all sponsorship fees shall be included within the income from the event.
SECTION 6. POST EVENT ACCOUNTING.
(a). Within five (5) business days of the Bikefest 2005 event the CITY, acting LL
through the City Manager of the CITY, or designee, shall meet with the r w
of the CHAMBER and commence an accounting of the fiscal activities of the Bikefest 2005
event.
(b). Within ten (10) business days of the commencement of the accounting of the
fiscal activities of the Bikefest 2 ev nt the City Manager of the CITY, or designee, shall
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advise the E - e- Ze- �eetor of the CHAMBER of the calculatio profits relating to the
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Bikefest 2005 event and shall advise the of the CHAMBER of the
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amount that the CITY shall be reimbursed from the profits of the event.
(c). Within ten (10) business days of the City Manager of the CITY, or designee,
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advising the of the CHAMBER of the calculation of profits relating to the
Bikefest 2005 event, the CHAMBER shall tender said amount to the CITY in the total sum
of twenty -five percent (25 %) of the profits deriving from the Bikefest 2005 event.
SECTION 7. RECORDS AND AUDITS.
(a). The CHAMBER shall maintain books, records, documents, time and costs
accounts and other evidence directly related to its performance under this Agreement. All
time records and cost data shall be maintained in accordance with generally accepted
accounting principles. The CHAMBER shall maintain and allow access to the records
required under this Section for a period of five (5) years after the completion of this
Agreement and date of final payment for said services, or date of termination of this
Agreement. The CITY may perform, or cause to have performed, an audit of the records of
the CHAMBER before or after final payment to support final payment hereunder. This
audit shall be performed at a time mutually agreeable to the CHAMBER and CITY
subsequent to the close of the final fiscal period in which the Agreement is performed.
Total compensation to the CHAMBER may be determined subsequent to an audit as
provided for in this Section, and the total compensation so determined shall be used to
calculate final payment to the CHAMBER. In the event of any audit or inspection
conducted reveals any overpayment by the CITY under the terms of this Agreement, the
CHAMBER shall refund such overpayment to the CITY within thirty (30) days of notice by
the CITY of the request for the refund. The CITY reserves the right to unilaterally terminate
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this Agreement if the CHAMBER refuses to allow public access to all documents, papers,
letters, or other materials subject to provisions of Chapter 119, Florida Statutes, and other
applicable law and made or received by the CHAMBER in conjunction with this Agreement.
(b). Any person duly authorized by the CITY shall have full access to and the right
to examine any of CHAMBER records.
(c). The CHAMBER agrees to maintain its not - for - profit corporate status in the
State of Florida throughout the term of this Agreement. If the CHAMBER should, during
the term of this Agreement, lose its not - for - profit corporate status, the CITY reserves the
right to terminate this Agreement immediately and the CHAMBER thereupon agrees to
remit the CITY all payments made pursuant to this Agreement.
(d). The CHAMBER shall permit the CITY to monitor the services to be provided
hereunder. The CHAMBER shall, to assist monitoring of its program, provide the CITY
such other information as the CITY may deem necessary.
SECTION 8. PROGRAM PUBLICITY. Any and all news releases, signs, or other
types of publicity pertaining to the CHAMBER's Bikefest 2005 event shall recognize the
CITY as an event sponsor in equal notoriety with all other event sponsors.
SECTION 9. DISCLAIMER OF THIRD PARTY BENEFICIARIES. 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 parry not a
formal parry hereto.
SECTION 10. LIABILITY. To the fullest extent permitted bylaw, the CHAMBER
shall indemnify, hold harmless and defend the CITY, its agents, servants, and employees,
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or any of them, from and against all claims, damages, losses, and expenses including, but
not limited to, attorneys' fees and other legal costs such as those for paralegal,
investigative, and legal support services, and the actual cost incurred for expert witness
testimony, arising out of or resulting from the performance of this Agreement. In
accordance with Section 725.06, Florida Statutes, adequate consideration has been
provided to the CHAMBER for this obligation, the receipt and sufficiency of which is hereby
specifically acknowledged. Nothing herein shall be deemed to affect the rights, privileges,
and immunities of the CITY as set forth in Section 768.28, Florida Statutes. In claims
against any person or entity indemnified under this Section by an employee of the
CHAMBER or its agents or subcontractors, anyone directly or indirectly employed by them
or anyone for whose acts they may be liable, the indemnification obligation under this
Section shall not be limited by a limitation on amount or type of damages, compensation or
benefits payable by or for the CHAMBER or its agents or subcontractors, under Workers'
Compensation acts, disability benefits acts, or other employee benefit acts.
SECTION 11. INSURANCE. The CHAMBER shall procure such insurance
relating to the activities and events of the Bikefest 2005 event as reasonably determined by
the City Manager of the CITY, or designee, after consultation with the CITY's Risk
Management Office and the City Attorney of the City.
SECTION 12. ASSIGNMENT. This Agreement shall be binding in the parties
hereto and their representatives and successors. Neither party shall assign this Agreement
or the rights and obligation to any other party.
SECTION 13. DEFAULT
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(a). In the event of default by the CHAMBER, 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 two (2) days from the date of receipt
to cure such defaults.
SECTION 14. NOTICES. Any notice required or allowed to be delivered
hereunder shall be in writing and be deemed to be delivered when either (1) hand delivered
to the official hereinafter designated, or (2) upon receipt of such notice when deposited in
the United States mail, postage prepaid, certified mail, return receipt requested, addressed
to a party at the address set forth opposite the party's name below, or at such other
address as the parry's name below, or at such other address as the party shall specified by
written notice to the other party delivered in accordance herewith.
CHAMBER: Angelia Gordon, Exeew BiIact �
Sanford/Seminole County Chamber of Commerce, Inc.
400 East First Street
Sanford, Florida 32771 -1408
(407) 322 -2212
CITY: City Manager
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
(407) 330 -5600
SECTION 15. 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
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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 16. TIME OF THE ESSENCE. Time is hereby declared essence to
the lawful performance of the duties and obligations contained in this Agreement.
SECTION 17. APPLICABLE LAWNENUE. 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 18. COMPLIANCE WITH LAWS AND REGULATIONS. The CHAMBER
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 19. ATTORNEYS 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.
SECTION 20. EFFECTIVE DATE. This Agreement shall take effect when adopted
by the CITY and the CHAMBER, and fully executed by their duly authorized
representatives.
SECTION 21. NONDISCRIMINATION. The CHAMBER agrees that it will not
discriminate against any employee or applicant for employment for work under this
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Agreement because of race, color, religion, sex, age, national origin or disability and will
take affirmative steps to insure that applicants are employed and employees are treated
during employment without regard to race, color, religion, sex, age, national origin or
disability. This provision shall include, but not be limited to, the following: employment,
upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay
or their forms or compensation; and selection for training, including apprenticeship. The
CHAMBER, moreover, shall comply with all the requirements as imposed by the Americans
with Disability Act, the regulations of the Federal government issued thereunder, and any
and all requirements of State law related thereto.
SECTION 22. 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.
SECTION 23. CONFLICT OF INTEREST. The CHAMBER 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 24. 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.
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SECTION 25. 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 26. FORCE MAJEURE The CITY's obligations hereunder shall be
subject to the concept of force majeure. Accordingly, in the event of Acts of God, riot,
weather disturbances, permitting, war, terrorism, civil disobedience, geologic subsidence,
electrical failure, malfunctions, and events of a similar nature, the CITY shall be excused
from providing continual utility service until the cause or causes thereof have been
remedied.
SECTION 27. INTERPRETATION. The CITY and the CHAMBER 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 one (1) heading may be considered to be
equally applicable under another in the interpretation of this Agreement. This Agreement is
the result of a bona fide arms length negotiations between the CITY and the CHAMBER
and all parties have contributed substantially and materially to the preparation of the
Agreement. This Agreement shall not be construed more strictly against either party on the
basis of being the drafter thereof, and both parties have contributed to the drafting of this
Agreement. All provisions of this Agreement shall be read and applied in pars materia with
all other provisions hereof.
SECTION 28. 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, approved by the City Commission of the CITY and the
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CHAMBER and executed by all parties to this Agreement.
SECTION 29. 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 (1) and the same document.
SECTION 30. 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 31. EXHIBITS. All exhibits attached to this Agreement are hereby
incorporated into this Agreement by this reference thereto as if fully set forth in the text of
this Agreement verbatim.
SECTION 32. 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. Neither the CHAMBER nor any other party 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
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and to bind the parties set forth herein.
ATTEST.•
SANFORD /SEMINOLE COUNTY
CHAMBER OF COMMERCV2 INC.
Jim Moore Dawd Taylor
Title: Treasurer
ATTEST.•
City Clerk
Title: Chairperson
Date:
CITY OF SANFORD, FLORIDA
B y e _
Linda Ku4
Mayor
Date: cL 112.$ j 0 S
For use and reliance of City of Sanford City
Commission only. Approved as to form and legality.
1J IVA.... Z aLd
William L. Colbert
City Attorney
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