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1071-General Funding Agrmt 2006/2007GREATER SANFORD CHAMBER OF COMMERCE /CITY OF SANFORD GENERAL FUNDING AGREEMENT FOR FISCAL YEARS 2005/2006 THROUGH 2006/2007 THIS FUNDING AGREEMENT is made and entered into this _ i � day of 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 CITY desires to enhance the unique image of the CITY and protect and develop the favorable image of the CITY while encouraging appropriate development to continue to be located within the City Limits of the CITY; and WHEREAS, the City Commission of the CITY has certain limited funds available to encourage advantageous business locations within the City Limits of the City of Sanford; and WHEREAS, the City Commission of the CITY has provided funding to the CHAMBER for Fiscal Year 2004/2005 in the amount of THIRTY -FIVE THOUSAND AND NO /100 DOLLARS ($35,000.00); and WHEREAS, the CHAMBER agrees to engage in certain activities that will enhance the economic development of the CITY and benefit the citizens of the CITY such activities to include, but not be limited to, informational services; community A 1 enhancement; community, tourism and economic development; promotion of the CITY in a wide array of venues and forums; and education, governmental and membership activities; and WHEREAS, the CITY has concluded that the investment of public funds in the CHAMBER in the amount set forth herein is in the public interest and the City Commission of the CITY has concluded that the funding of the CHAMBER, as set forth herein, provides for and accomplishes a public purpose; and WHEREAS, the City Commission of the CITY has found and determined that the provisions of this Agreement are consistent with all applicable law and implement the provisions of controlling legal authority to include, but not be limited to, the provisions of Section 166.021, Florida Statutes, which provides as follows: (9)(a) The Legislature finds and declares that this state faces increasing competition from other states and other countries for the location and retention of private enterprises within its borders. Furthermore, the Legislature finds that there is a need to enhance and expand economic activity in the municipalities of this state by attracting and retaining manufacturing development, business enterprise management, and other activities conducive to economic promotion, in order to provide a stronger, more balanced, and stable economy in the state, to enhance and preserve purchasing power and employment opportunities for the residents of this state, and to improve the welfare and competitive position of the state. The Legislature declares that it is necessary and in the public interest to facilitate the growth and creation of business enterprises in the municipalities of the state. (b) The governing body of a municipality may expend public funds to attract and retain business enterprises, and the use of public funds toward the achievement of such economic development goals constitutes a public purpose. The provisions of this chapter, which confer powers and duties on the governing body of a municipality, including any powers not specifically prohibited by law, which can be exercised by the governing body of a municipality, shall be liberally construed in order to effectively carry out the purposes of this subsection. (c) For the purposes of this subsection, it constitutes a public purpose to expend public funds for economic development activities, including, but `a not limited to, developing or improving local infrastructure, issuing bonds to finance or refinance the cost of capital projects for industrial or manufacturing plants, leasing or conveying real property, and making grants to private enterprises for the expansion of businesses existing in the community or the attraction of new businesses to the community. (d) Nothing contained in this subsection shall be construed as a limitation on the home rule powers granted by the State Constitution for municipalities. 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. SECTION 2. GENERAL PURPOSE. Subject to the terms and conditions hereinafter set forth in this Agreement, the CITY shall provide funding to the CHAMBER with the CHAMBER providing detailed performance data on its activities and programs. SECTION 3. GENERAL NATURE OF COMPREHENSIVE SERVICES TO BE PROVIDED BY THE CHAMBER. The CHAMBER shall accomplish the following general services for, and on behalf of, the CITY: (a). Promote and assist in recruitment of new business in the CITY, act as liaison with the economic development endeavors of local and regional economic development organizations, conduct a business recruitment survey, develop a Business Directory and Relocation Guide, and attract television and the film industry to the City, keep abreast of Florida and U.S. Chambers of Commerce positions affecting business, and attend business grant openings and ribbon cuttings. (b). Perform duties and responsibilities that are designed to advance the economic development goals of the CITY. 3 (c). Provide to the CITY a wide array of economic development opportunities by encouraging businesses that offer positive benefits and advantages to the CITY to locate in, relocate to or expand in the City Limits of the CITY; to assist the municipal government of the CITY to provide economic development incentives and economic development programs which ensure that the CITY takes advantage of every beneficial opportunity to enhance the economic vibrancy of the CITY; to engage in inter - jurisdictional organizations and entities which have the potential to direct economic development opportunities to the CITY; to investigate grant and other funding opportunities which will provide economic advantages and opportunities to the CITY; to maintain data and information and develop publications and materials which present a positive and attractive economic image of the CITY; to promote and support annexations, comprehensive planning, land use planning and positive development activities which will serve to provide positive economic advantages for the citizens of the CITY and which are in harmony with the historical and unique ambiance of the CITY; and to otherwise take any and all actions necessary and advantageous to cause the economic development of the CITY to prosper and advance. (d). Provide information to businesses, visitors and local residents through letters, phone contacts, brochures and other publications and signs. (e). Conduct tours of the CITY for site selectors, travel agents, motor coach tour operators, travel writers, and meeting planners. (f). Conduct realtors' tours and provide awareness of the excellence of Seminole County Schools. 0 (g). Sponsor an annual awards banquet for CITY business. (h). Produce a Business Showcase or an event of a similar type or nature. (i). Administer and process consumer complaints through the Better Business Bureau. 0). Provide quarterly status reports detailing CHAMBER activities including, but not limited to, all activities in relation to services to be provided as set forth in this Agreement which reports shall be provided to the CITY's City Manager for circulation and review by the City Commission of the CITY. SECTION 4. TO BE PROVIDED BY THE CITY. The CITY shall provide annual funding to the CHAMBER in the following amounts: (a). Fiscal Year 2005/2006: THIRTY -FIVE THOUSAND AND NO /100 DOLLARS ($35,000.00). (b). Fiscal Year 2006 /2007: TWENTY -FIVE THOUSAND AND NO /100 DOLLARS ($25,000.00). SECTION 5. PAYMENTS AND BILLING. (a). As set forth herein, the CITY shall pay to the CHAMBER the total sums set forth in Section 4 as a contract for services with the CHAMBER. (b). The CITY shall render payment to the CHAMBER in two (2) payments each year with the first payment to be made upon request on or after October 1 and before October 15 of each year and the second payment to be made only after the CHAMBER provides an annual independent Audited Financial Statement to the City and monthly financials thereafter. GA SECTION 6. TERM. The term of this Agreement shall be from October 1, 2005 (notwithstanding the date execution of this Agreement) until September 30, 2007. 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 this Agreement if the CHAMBER refuses to allow public access to all documents, papers, letters, or other materials subject to n 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. CONTRACT PERFORMANCE DATA. The CHAMBER shall provide, at a minimum, to the CITY the following performance data on a quarterly basis with cumulative year -to -date totals: (a). Number of telephone calls received. (b). Number of visitors to CHAMBER offices. (c). Number of CHAMBER Web site hits (d). Number of relocation packages provided upon received requests. (e). Number of CITY maps distributed. (f). Number of business counseling sessions held. 7 (g). A summary of all events and activities responding to the requirements of Section 3, 9, 10, 11 and 12. SECTION 9. INFORMATION AND REFERRAL. (a). The CHAMBER shall serve as a repository of community information for the CITY, which is distributed throughout the CHAMBER visitor center as well as telephone, e-mail and various interfaces. (b). CITY brochures shall be maintained and displayed prominently, along with the business assistance team brochures. Other resource material on business development and tourism shall be displayed as well. SECTION 10. ECONOMIC DEVELOPMENT. Without limiting the generality of Section 3, the CHAMBER shall provide services through its work with the CITY and the private sector in areas of economic development. The CHAMBER shall meet with business prospects that are visiting in the community and attend economic development meetings. A significant part of the CHAMBER' work in economic development is dedicated to start up businesses and retention of existing businesses. SECTION 11. TOURISM DEVELOPMENT. Without limiting the generality of Section 3, the CHAMBER shall work closely with the tourism development agencies in an effort to promote the CITY's tourism business community to include traditional tourism, heritage tourism and economic tourism. SECTION 12. COORDINATION WITH OTHER CHAMBERS OF COMMERCE (a). The CHAMBER shall meet regularly with all other chambers of commerce within the County in an effort to identify areas of common concern and interest. F (b). The CHAMBER shall engage in effective governmental relationships with the Florida Legislature and the United States Congress. SECTION 13. NON - EXPENDABLE PROPERTY. Any non - expendable personal property acquired by the CHAMBER with CITY funds for the purpose of providing services stated herein and approved by the CITY hereunder shall, at the termination of the Agreement, be returned to the CITY. SECTION 14. PROGRAM PUBLICITY. Any and all news releases, signs, or other types of publicity pertaining to the CHAMBER shall recognize the CITY as a funding entity. SECTION 15. 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 party not a formal party hereto. SECTION 16. LIABILITY. To the fullest extent permitted by law, the CHAMBER shall indemnify, hold harmless and defend the CITY, its agents, servants, and employees, 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 7 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 17. 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 18. DEFAULT (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 thirty (30) days from the date of receipt to cure such defaults. SECTION 19. 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 10 below, or at such other address as the party'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, President and Chief Executive Officer 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 20. SEVERABILITY. It 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 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 21. TIME OF THE ESSENCE. Time is hereby declared essence to the lawful performance of the duties and obligations contained in this Agreement. SECTION 22. 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. 11 SECTION 23. 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 24. 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 25. EFFECTIVE DATE. This Agreement shall take effect when adopted by the CITY and the CHAMBER, and fully executed by their duly authorized representatives. SECTION 26. NONDISCRIMINATION. The CHAMBER agrees that it will not discriminate against any employee or applicant for employment for work under this 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 12 Americans with Disability Act, the regulations of the Federal government issued thereunder, and any and all requirements of State law related thereto. SECTION 27. 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 28. 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 29. 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. SECTION 30. 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 31. 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, 13 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 32. 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 para materia with all other provisions hereof. SECTION 33. 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 CHAMBER and executed by all parties to this Agreement. SECTION 34. 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. 14 SECTION 35. 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 36. 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 and to bind the parties set forth herein. ATTEST. SANFORD /SEMINOLE COUNTY CHAMBER OF COMMEFACE, INC. �h B Jim Moore Title: Treasurer Title: Chairperson' Date: — D 15 ATTEST.• CITY OF SANFORD, FLORIDA By: C� i 1� �, B OYm4 PL, 1 � Linda l4uhn A Lz� City Clerk Mayor Date: i Q - 1 b C For use and reliance of City of William L. Cc City Attorney d, City and legality. �Srti' ar /2. -1 - Wa s - 5