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1107-Agrmt for Comm Banner SrvcCITY OF SANFORD AGREEMENT FOR COMMUNITY BANNER SERVICES WITH CGI COMMUNICATIONS INC THIS AGREEMENT made and entered into the % day of Ll&tcA 2005 by and between the: City of Sanford, Florida 300 North Park Avenue Sanford, Florida 32771 a municipal corporation of the State of Florida, holding tax exempt status, hereinafter referred to as the "CITY" and: CGI Communications, Inc., a New York corporation, authorized to do business in the State of Florida, whose principal address is 130 East Main Street, Rochester, New York 14604 hereinafter referred to as CGI. The CITY and CGI are collectively referred to herein as the Parties. W/TNESSETH WHEREAS, the CITY desires to retain CGI for community banner services in association with the CITY's municipal government Web page; and WHEREAS, the CITY desires to permit CGI to furnish goods and /or services and perform those tasks generally described in this Agreement; and WHEREAS, CGI hereby warrants and represents to the CITY that it is competent and otherwise able to provide professional and high quality goods and /or services to the CITY. NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto as follows: SECTION 1: GENERAL PROVISIONS (a). The term "CGI" as used in this Agreement is hereby defined herein to include all principals of CGI including, but not limited to, full time employees, professional or otherwise, and all other, agents, employees and /or subcontractors retained by CGI to perform its obligations hereunder. The term also means the subsidiaries of CGI and Page 2 CGI may direct any activities to be accomplished by a subsidiary of CGI or CITY actions to be directed to a subsidiary of CGI. (b). The recitals herein are true and correct and form and constitute a material part of this Agreement upon which the parties have relied. (c). Each party hereto represents to the other that it has undertaken all necessary actions to execute this Agreement, and that it has the legal authority to enter into this Agreement and to undertake all obligations imposed on it. The person(s) executing this Agreement for CGI certify that he /she /they is /are authorized to bind CGI fully to the terms of this Agreement. (d). Time is of the essence of the lawful performance of the duties and obligations contained in this Agreement. The parties covenant and agree that they shall diligently and expeditiously pursue their respective obligations set forth in this Agreement. (e). When the term "law" is used herein, said phrase shall include statutes, codes, rules and regulations of whatsoever type or nature enacted or adopted by a governmental entity of competent jurisdiction. (f). It is agreed that nothing herein contained is intended or should be construed as in any manner creating or establishing a relationship of co- partners between the parties, or as constituting CGI (including, but not limited to, its officers, employees, and agents) the agent, representative, or employee of the CITY for any purpose, or in any manner, whatsoever. CGI is to be and shall remain forever an independent contractor with respect to all services performed under this Agreement. (g). Persons employed by CGI in the provision and performance of the goods and /or 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's officers and employees either by operation of law or by the CITY's policies. (h). No claim for goods and /or services furnished by CGI not specifically provided for herein shall be honored by the CITY. SECTION 2: SCOPE OF SERVICES (a). CGI shall diligently and in a professional and timely manner perform and provide the services and set forth below and, unless modified in writing by the parties hereto, the duties of CGI shall not be construed to exceed the provision of the goods and /or services pertaining to this Agreement. Page 3 (b). CGI shall provide the following to the CITY: (1). A Website welcome video, acceptable to the CITY after a review of draft videos provided by CGI, of approximately one (1) minute in duration, performed by a person of the CITY's choosing. The video shall be filmed at the City of Sanford by CGI. (2). Three (3) community highlight videos, acceptable to the CITY after a review of draft videos provided by CGI, of approximately one (1) minute in duration each, with new videos being provided at the commencement of the third year of this Agreement. The videos shall be filmed at the City of Sanford by CGI. (3). Consultation with regard to the content of video scripts. (4). Professional voice - overs, script writing, and background music for the videos. (5). Video editing and post production services relating to the videos (6). Storage and streaming of videos on CGI's dedicated server with linkage of such finished videos to the CITY's Website as directed by the CITY. (7). Encoding of final videos into multiple streaming digital formats to play on all computer systems, browsers, and internet connection speeds, including both Windows Media@ and QuickTime@ and including patent pending One- ClickTM technology. (8). Marketing, production, printing and distribution of the products with no cost of any nature relating thereto to be incurred in any way by the CITY. (9). At least twenty -five (25) full color graphic vinyl banners acceptable to the CITY located in locations that are acceptable to the CITY and consistent with the codes and ordinances of the CITY. CGI may develop additional banner sponsors in which case said banners may be located as set forth in the prior sentence. Business sponsors shall be included on the banners in an area of the banner acceptable to the CITY (within the lower twenty -five percent (25 %) of banner area). Banners shall be designed and size - customized by CGI at its expense to meet the requirements of the CITY. The standard size of a banner is thirty inches (30 ") by sixty inches (60 "). Banner designs may be changed by the CITY no more frequently than every twelve (12) months at no expense to the CITY. A reference on banners to the CITY's Website may be placed on such banners as the CITY may desire. CGI shall be responsible for recruiting business sponsors. CGI shall obtain and retain a sponsorship fee of FOUR HUNDRED AND FORTY- Page 4 FIVE AND NO /100THS DOLLARS ($445.00) for each business sponsorship for each twelve (12) month period of sponsorship. Torn, worn, or damaged banners shall be replaced by CGI without cost to the CITY. Banners shall be installed and maintained by CGI without charge to the CITY. CGI shall install banners on a bracket system that shall become the property of the CITY, at the option of the CITY, which system shall be comprised of cast aluminum brackets, fiberglass rods, and necessary hardware. The CITY may elect to keep banners at the end of the five (5) year period of the Agreement, unless sooner terminated, or may elect to have CGI remove the banners at no cost to the CITY. CGI shall ensure that neither the banners nor the bracket system are the subject of any lienholder's interest by any person or entity. The CITY shall determine the locations available for bracket systems and banners. SECTION 3: CONTRACTOR RESPONSIBILITIES (a). CGI shall be responsible for the professional quality, accepted standards, technical accuracy, and the coordination of all services furnished by CGI under this Agreement as well as the conduct of its staff, personnel, employees, and agents. CGI shall work closely with the CITY on all aspects of the provision of the goods and /or services. With respect to services, CGI shall be responsible for the professional quality, technical accuracy, competence, methodology, accuracy and the coordination of all goods and services of whatever type or nature furnished by CGI under this Agreement. (b). Neither the CITY review, approval, or acceptance of any of the goods and services required shall be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement and CGI shall be and remain liable to the CITY in accordance with applicable law for all damages to the CITY caused by CGI's negligent or improper performance or failure to perform any of the goods and /or services furnished under this Agreement. (c). The rights and remedies of the CITY, provided for under this Agreement, are in addition to any other rights and remedies provided by law. (d). Time is of the essence in the performance of all services provided by CGI under the terms of this Agreement. SECTION 4: CITY RIGHTS AND RESPONSIBILITIES (a). The CITY shall reasonably cooperate with CGI in a timely fashion at no cost to CGI as set forth in this Section. (b). The CITY shall furnish a CITY representative to administer, review, and coordinate the provision of goods and /or services. Page 5 (c). The CITY shall make CITY personnel available where, in the CITY's opinion, they are required and necessary to assist CGI. The availability and necessity of said personnel to assist CGI shall be determined solely at the discretion of the CITY. (d). The CITY shall examine all of CGI goods and /or services and indicate the CITY's approval or disapproval within a reasonable time so as not to materially delay the provisions of the goods and /or services by CGI. (e). The CITY shall transmit instructions, relevant information, and provide interpretation and definition of CITY policies and decisions with respect to any and all materials and other matters pertinent to the services covered by this Agreement. (f). The CITY shall give written notice to CGI's whenever the CITY's designated representative knows of a development that affects the goods and /or services provided and performed under this Agreement, timing of CGI's provision of goods and /or services, or a defect or change necessary in the goods and /or services of CGI. (g). The CITY shall provide monthly updates of the CITY's streaming videos to CGI, acceptable to the CITY, with a five (5) minute per month maximum which video shall be used by CGI. (h). The rights and remedies of the CITY provided for under this Agreement are in addition to any other rights and remedies provided by law; the CITY may assert its right of recovery by any appropriate means including, but not limited to, set -off, suit, withholding, recoupment, or counterclaim, either during or after performance of this Agreement. (i). The CITY shall be entitled to recover any and all legal costs including, but not limited to, attorney fees and other legal costs that it may incur in any legal actions it may pursue in the enforcement of the terms and conditions of this Agreement or the responsibilities of CGI in carrying out the duties and responsibilities deriving from this Agreement. Q). The failure of the CITY to insist in any instance upon the strict performance of any provision of this Agreement, or to exercise any right or privilege granted to the CITY hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. Page 6 SECTION 5: COMPENSATION (a). Compensation to CGI for the goods and /or services performed shall be as set forth as follows: (1). The CITY shall provide CGI with a letter of introduction relative to the banner program written by the CITY's City Manager and on CITY letterhead. (2). The CITY shall assist CGI with the content of the videos. (3). The CITY shall allow CGI to use the CITY's name as specifically set forth herein. (4). The CITY shall place a link on the CITY's Web site (Homepage) to CGI's video server. (5). The CITY shall provide CGI with exclusive streaming video rights consistent with the terms of this Agreement. (6). The CITY shall assist CGI in evaluating and selecting sites for the placement of banners in order to, insofar as practicable, maximize banner exposure. (7). The CITY shall assist CGI in determining when banners shall be replaced by CGI due to wear, tear, or damage. (b). There are no reimbursable expenses or other compensation to be paid to CGI. SECTION 6: COMMENCEMENT /IMPLEMENTATION SCHEDULE OF AGREEMENT CGI shall commence the provision of goods and /or services as described in this Agreement immediately upon execution of this Agreement. SECTION 7: TERM /LENGTH OF AGREEMENT (a). The initial term of this Agreement shall be for a period of five (5) years. (b). The parties may renegotiate the renewal of this Agreement on such terms and conditions as the parties may deem appropriate. SECTION 8: DESIGNATED REPRESENTATIVES Page 7 (a). The CITY designates the City Manager or his designated representative, to represent the CITY in all matters pertaining to and arising from the work and the performance of this Agreement. (b). The City Manager or his designated representative, shall have the following responsibilities: (1). Examination of all work and rendering, in writing, decisions indicating the CITY's approval or disapproval within a reasonable time so as not to materially delay the work of CGI; (2). Transmission of instructions, receipt of information, and interpretation and definition of CITY's policies and decisions with respect to design, materials, and other matters pertinent to the work covered by this Agreement. (c). Until further notice from the City Manager, the designated representative for this Agreement is: Kevin Smith Finance Manager City Hall City of Sanford 300 North Park Avenue Sanford, Florida 32771 Telephone Number: (407) 330 -5610 (d). CGI designated representative is: Ms. Gail Kruger 130 East Main Street 8 th Floor, Granite Building Rochester, New York 14604 Telephone Number: (585) 427 -0020 x253 SECTION 9: TERMINATION /SUSPENSION OF AGREEMENT (a). The CITY may terminate this Agreement for any one (1) or more of the reasons as follows: (1). If, in the CITY's opinion, adequate progress is not being made by CGI due to CGI's failure to perform; or Page 8 (2). If, in the CITY's opinion, the quality of the goods and /or services provided by CGI is /are not in conformance with commonly accepted professional standards, standards of the CITY, and the requirements of Federal and /or State regulatory agencies, and CGI has not corrected such deficiencies in a timely manner as reasonably determined by the CITY; or (3). CGI or any employee or agent of CGI is indicted or has a direct charge issued against him for any crime arising out of or in conjunction with any work that has been performed by CGI; or (4). CGI becomes involved in either voluntary or involuntary bankruptcy proceedings, or makes an assignment for the benefit of creditors; or (5). CGI violates the Standards of Conduct provisions herein or any provision of State or local law or any provision of the City Code of Conduct. (b). In the event of any of the causes described in this Section, the CITY's designated representative may send a certified letter to CGI requesting that CGI show cause why the Agreement should not be terminated. If assurance satisfactory to the CITY of corrective measures to be made within a reasonable time is not given to the CITY within seven (7) calendar days of the date of the letter, the CITY may consider CGI to be in default, and may then immediately terminate this Agreement. SECTION 10: TERMINATION BY CONTRACTOR FOR CAUSE (a). CGI may cancel this Agreement if the CITY materially fails to meet its obligations and responsibilities as contained in the CITY's Rights and Responsibilities. (b). In the event of either of the causes described in Subsection (a), CGI shall send a certified letter requesting that the CITY show cause why the Agreement should not be terminated. If adequate assurances are not given to CGI within fifteen (15) days of the receipt by the CITY of said show cause notice, then CGI may consider the CITY to be in default, and may immediately terminate this Agreement. SECTION 11: ACTION FOLLOWING TERMINATION Upon receipt of notice of termination, given by either party, the terminated party shall promptly discontinue the provision of all goods and /or services, unless the notice provides otherwise. SECTION 12: EQUAL OPPORTUNITY EMPLOYMENT /NON- DISCRIMINATION CGI 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, Page 9 national origin, or disability and will take affirmative steps to ensure 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. CGI, 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 Federal or State law related thereto. SECTION 13: INDEMNITY AND INSURANCE (a). To the fullest extent permitted by law, CGI shall indemnify, hold harmless, and defend the CITY, its agents, servants, officers, officials, and employees, or any of them, from and against any and 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 costs incurred for expert witness testimony, arising out of or resulting from the performance or provision of services required under this Agreement, provided that same is caused in whole or part by the error, omission, negligent act, failure to act, malfeasance, misfeasance, conduct, or misconduct of CGI, its agents, servants, officers, officials, employees, or subcontractors. (b). In accordance with Section 725.06, Florida Statutes, adequate consideration has been provided to CGI for this obligation, the receipt and sufficiency of which is hereby specifically acknowledged. (c). Nothing herein shall be deemed to affect the rights, privileges, and immunities of the CITY as set forth in Section 768.28, Florida Statutes. (d). In claims against any person or entity indemnified under this Section by an employee of CGI 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 CGI or its agents or subcontractors, under Workers Compensation acts, disability benefits acts, or other employee benefit acts. (e). The execution of this Agreement by CGI shall obligate CGI to comply with the indemnification provision in this Agreement; however, CGI must also comply with the provisions of this Agreement relating to insurance coverages. Page 10 SECTION 14: INSURANCE (a). CGI shall obtain or possess and continuously maintain the following insurance coverage, from a company or companies, with a Best Rating of A- or better, authorized to do business in the State of Florida and in a form acceptable to the City and with only such terms and conditions as may be acceptable to the CITY: (1). Workers Compensation / Emplover Liability: CGI shall provide Worker Compensation insurance for all of their employees. The limits will be the statutory limits for Worker Compensation insurance and $1,000,000 Combined Single Limit (CSL) for Employer Liability. (2). Comprehensive General Liability: CGI shall provide coverage for all operations including, but not limited to, contractual, products, and complete operations and personal injury. The limits will not be less than $1,000,000 CSL or its equivalent. (3). Comprehensive Business Automobile Vessel Liability: CGI shall provide complete coverage for owned and non -owned vehicles for limits not less than $1,000,000 CSL or its equivalent. Vessels shall be included in such coverage if used in providing services to the CITY. (4). Professional Liability: CGI shall provide professional liability insurance as well as errors and omission insurance in a minimum amount of $1,000,000 CSL or its equivalent. (b). All insurance other than Workers Compensation and Professional Liability that must be maintained by CGI shall specifically include the CITY as an additional insured. (c). The insurance coverage shall contain a provision that requires that prior to any changes in the coverage, except increases in aggregate coverage, thirty (30) days prior notice will be given to the CITY by submission of a new Certificate of Insurance. (d). CGI shall furnish Certificate of Insurance directly to the CITY's designated representative. The certificates shall clearly indicate that CGI has obtained insurance of the type, amount and classification required by this Agreement. (e). Nothing in this Agreement or any action relating to this Agreement shall be construed as the CITY waiver of sovereign immunity beyond the limits set forth in Section 768.28, Florida Statutes. (f). The CITY shall not be obligated or liable under the terms of this Agreement to any party other than CGI. There are no third party beneficiaries to this Agreement. Page 11 (g). CGI is an independent contractor and not an agent, representative, or employee of the CITY. The CITY shall have no liability except as specifically provided in this Agreement. SECTION 15: STANDARDS OF CONDUCT (a). CGI warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for CGI, to solicit or secure this Agreement and that CGI has not paid or agreed to pay any person, company, corporation, individual, or firm other than a bona fide employee working solely for CGI, any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award of making this Agreement. (b). CGI shall not discriminate on the grounds of race, color, religion, sex, or national origin in the performance of work under this Agreement or violate any laws pertaining to civil rights, equal protection, or discrimination. (c). CGI hereby certifies that no undisclosed (in writing) conflict of interest exists with respect to the Agreement including, but not limited to, any conflicts that may be due to representation of other clients, customers, or vendees, other contractual relationships of CGI, or any interest in property that CGI may have. CGI further certifies that any conflict of interest that arises during the term of this Agreement shall be immediately disclosed in writing to the CITY. Violation of this Section shall be considered as justification for immediate termination of this Agreement. (d). CGI shall ensure that all taxes due from CGI are paid in a timely and complete manner including, but not limited to, occupational license tax. (e). If the CITY determines that any employee or representative of CGI is not satisfactorily performing his or her assigned duties or is demonstrating improper conduct pursuant to any assignment or work performed under this Agreement, the CITY shall so notify CGI, in writing. CGI shall immediately remove such employee or representative of CGI from such assignment. (f). CGI shall not publish any documents or release information regarding this Agreement to the media without prior approval of the CITY. (g). CGI shall certify, upon request by the CITY, that CGI maintains a drug free workplace policy in accordance with Section 287.0878, Florida Statutes. Failure to submit this certification may result in termination. Page 12 (h). If CGI or an affiliate is placed on the convicted vendor list following a conviction for a public entity crime, such action may result in termination by the CITY. CGI shall provide a certification of compliance regarding the public crime requirements set forth in State law upon request by the CITY. (i). The CITY reserves the right to unilaterally terminate this Agreement if CGI 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 CGI in conjunction, in any way, with this Agreement. (j). CGI shall comply with the requirements of the Americans with Disabilities Act (ADA), and any and all related Federal or State laws which prohibits discrimination by public and private entities on the basis of disability. (k). The CITY will not intentionally award publicly- funded contracts to any CONTRACTOR who knowingly employs unauthorized alien workers, constituting a violation of the employment provisions contained in 8 U.S.C. Section 1324a(e) Section 274A(e) of the Immigration and Nationally Act (INA). The CITY shall consider the employment by CGI of unauthorized aliens, a violation of Section 274A (e) of the INA. Such violation by CGI of the employment provisions contained in Section 274A (e) of the INA shall be grounds for immediate termination of this Agreement by the CITY. (1). CGI agrees to comply with Federal, State, and local environmental, health, and safety laws and regulations applicable to the goods and /or services provided to the CITY. CGI agrees that any program or initiative involving the work that could adversely affect any personnel involved, citizens, residents, users, neighbors, or the surrounding environment will ensure compliance with any and all employment safety, environmental, and health laws. (m). CGI shall ensure that all goods and /or services are provided to the CITY after CGI has obtained, at its sole and exclusive expense, any and all permits, licenses, permissions, approvals, or similar consents. (n). CGI shall advise the CITY in writing if it has been placed on a discriminatory vendor list, may not submit a bid on a contract to provide goods or services to a public entity, or may not transact business with any public entity. (o). CGI shall not engage in any action that would create a conflict of interest in the performance of that action of any CITY employee or other person during the course of performance of, or otherwise related to, this Agreement or which would violate or cause others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to ethics in government. Page 13 SECTION 16: ACCESS TO RECORDS /AUDIT /PUBLIC RECORDS CGI agrees to fully comply with all State laws relating to public records. SECTION 17: CONTROLLING LAWS/VENUE /INTERPRETATION (a). This Agreement is to be governed by the laws of the State of Florida. (b). Venue for any legal proceeding related to this Agreement shall be in the Eighteenth Judicial Circuit Court in and for Seminole County, Florida. (c). This Agreement is the result of bona fide arms length negotiations between the CITY and CGI and all parties have contributed substantially and materially to the preparation of the Agreement. Accordingly, this Agreement shall not be construed or interpreted more strictly against any one party than against any other party. SECTION 18: FORCE MAJEURE Neither party shall be considered in default in performance of its obligations hereunder to the extent that performance of such obligations, or any of them, is delayed or prevented by Force Majeure. Force Majeure shall include, but not be limited to, hostility, revolution, civil commotion, terrorist act, strike, epidemic, fire, flood, wind, earthquake, explosion, any law, proclamation, regulation, or ordinance or other act of government, or any act of God or any cause whether of the same or different nature, existing or future; provided that the cause whether or not enumerated in this Section is beyond the control and without the fault or negligence of the party seeking relief under this Section. SECTION 19: EXTENT OF AGREEMENT /INTEGRATION /AMENDMENT (a). This Agreement constitutes the entire integrated Agreement between the CITY and CGI and supersedes all prior written or oral understandings in connection therewith. This Agreement, and all the terms and provisions contained herein constitutes the full and complete agreement between the parties hereto to the date hereof, and supersedes and controls over any and all prior agreements, understandings, representations, correspondence, and statements whether written or oral. (b). This Agreement may only be amended, supplemented, or modified by a formal written amendment. (c). Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties. SECTION 20: NOTICES Page 14 (a). Whenever either party desires to give notice unto the other, it must be given by written notice, sent by registered United States mail, with return receipt requested, addressed to the party for whom it is intended, at the place last specified, and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this Section. (b). For the present, the parties designate the following as the representative places for giving of notice, to -wit: (1). For the CITY: Kevin Smith Finance Manager City Hall City of Sanford 300 North Park Avenue Sanford, Florida 32771 Telephone Number: (407) 330 -5610 E -mail address: SmithK @ci.sanford.florida.us (2). For CGI Ms. Gail Kruger 130 East Main Street 8 th Floor, Granite Building Rochester, New York 14604 Telephone Number: (585) 427 -0020 x253 E -mail address: gail(a)cgicommunications com (c). Written notice requirements of this Agreement shall be strictly construed and such requirements are a condition precedent to pursuing any rights or remedies hereunder. CGI agrees not to claim any waiver by CITY of such notice requirements based upon CITY having actual knowledge, implied, verbal, or constructive notice, lack of prejudice or any other grounds as a substitute for the failure of CGI to comply with the express written notice requirements herein. Computer notification (e -mails and message boards) shall not constitute proper written notice under the terms of the Agreement. SECTION 21: WAIVER The failure of the CITY to insist in any instance upon the strict performance of any provision of this Agreement, or to exercise any right or privilege granted to the CITY Page 15 hereunder shall not constitute or be construed as a waiver of any such provision or right and the same shall continue in force. SECTION 22: NO GENERAL CITY OBLIGATION (a). 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. (b). CGI shall not have the right to compel the exercise of the ad valorem taxing power of the CITY. SECTION 23: CAPTIONS The Section headings and captions of this Agreement are for convenience and reference only and in no way define, limit, describe the scope, or intent of this Agreement or any part thereof, or in any way affect this Agreement or construe any provision of this Agreement. SECTION 24: SEVERABILITY /CONSTRUCTION. (a). If any term, provision or condition contained in this Agreement shall, to any extent, be held invalid or unenforceable, the remainder of this Agreement, or the application of such term, provision, or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable, shall not be affected thereby, and each term, provision, and condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law when consistent with equity and the public interest. (b). All provisions of this Agreement shall be read and applied in para materia with all other provisions hereof. SECTION 25: 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 and the same document. Page 16 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement on the respective under each signature: the CITY through its City Council taking action on the / ay o , 2005, and CGI signing by and through its duly authorized corporate officer having the II and complete authority to execute same. ATTEST.• B Corpora a Se retary ATTEST.• r f �� J6n Dougherty, City Clerk For the use and reliance of the City of Sanford only. Approved as to form and legal sufficiency. CI OF SANFORD By: j :<�� Brady Lessard, Mayor Date: 5 �iS William L. Colbert, Esquire City Attorney Date: