HomeMy WebLinkAboutOviedo-Winter Springs Regional Chamber of Commerce-Positive Contribution Agreement-2010 04 051
ECONOMIC DEVELOPMENT GRANT AGREEMENT
THIS ECONOMIC DEVELOPMENT GRANT AGREEMENT
( "Agreement") made and entered into this _ day of March, 2010, between the City of
Winter Springs ( "City "), a Florida municipal corporation, whose address is 1126 East
State Road 434, Winter Springs, Florida, 32708, and the Greater Oviedo Chamber of
Commerce, Inc., d/b /a the Oviedo- Winter Springs Regional Chamber of Commerce
( "Chamber's, a Florida non - profit corporation, whose address is 1511 East S.R. 434,
Suite 2001, Winter Springs, Florida, 32708, (hereinafter each referred to as "Party" and
together, "Parties ".)
WITNESSETH
WHEREAS, the City recognizes that the Chamber makes a positive contribution
to the business community of Winter Springs, as well as the general citizenship; and
WHEREAS, the City further recognizes the Chamber's goals of promoting and
encouraging the economic growth of the community; and
WHEREAS, the Chamber seeks funding in order to expand and support its
business, professional and civic interests including those within the City of Winter
Springs; and
WHEREAS, the Chamber and the City desire to enter into an agreement whereby
the City will provide the Chamber with an Economic Development Grant ( "Grant ") under
the terms and conditions stated herein, and in exchange for the Chamber's continued
commitment to promote and support economic development activities within the City of
Winter Springs; and
WHEREAS, the City Commission enters into this Agreement in accordance with
the economic development powers granted municipalities pursuant to section
166.021(9)(a), Florida Statutes and in accordance with home rule under the Florida
Constitution; and
WHEREAS, the City Commission of Winter Springs authorized the entry of this
Agreement on March 8, 2010.
NOW, THEREFORE, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties hereby agree as follows:
1. Recitals The foregoing recitals are hereby deemed material to this Agreement
and are fully incorporated herein by this reference.
2. City's Commitments: Term
(a) For purposes of this Agreement, the Term shall commence upon final
execution and shall remain in full force and effect for a period of three (3)
Economic Development Grant Agreement
Page 1 of 7
years, unless otherwise terminated by the City as provided in
subparagraph (b) below.
(b) The parties acknowledge and agree that the annual Trustee membership
covered by this Agreement runs from January 1 to December 31 of each
calendar year. Commencing on January 1, 2010, the City agrees to
provide the Chamber an economic development grant ( "Grant ") in the
amount of $5,000.00 per year in exchange for Trustee membership in the
Chamber and Chamber's commitments specified under paragraph 3
hereunder. The Grant shall be paid by December 1 for the Trustee
membership period starting on January 1 of the following year. However,
said Grant shall be subject to the City Commission's absolute
discretionary authority to annually budget and appropriate the funds
necessary to pay the Grant. In the event the City Commission determines
that it will not budget and appropriate the funds necessary to cover the
Grant, the City Commission shall have the right to terminate this
Agreement, without penalty, upon delivering a written notice of
termination to the Chamber.
Chamber's Commitments
(a) The Chamber shall continue to enroll the City as a "Trustee Member"
during the Term of this Agreement. The Chamber shall use the Grant for
promoting and supporting the Chamber's economic development activities
including those within the City of Winter Springs.
(b) During the Term of this Agreement, the Chamber shall place the City's
logo on the Chamber letterhead, as a trustee, place the City's logo on
Chamber signage at all Chamber events, as a trustee, place the City's logo
on Chamber's website, as a trustee, and also provide recognition of the
City on all weekly communications and at all Chamber events and place
the City's logo in the Chamber's quarterly printed newsletter, as a trustee.
(c) Chamber acknowledges that it is seeking additional economic
development grants, scholarships and memberships in order to support its
activities and expenses. Chamber shall certify to the City that it has
sufficient funds to carry on its services for the Term of this Agreement and
its obligations to the City. In furtherance of this obligation, the Chamber
agrees to provide the City periodic financial report(s) evidencing its
financial condition. Said report(s) shall be delivered to the City in writing,
or during a regularly scheduled City Commission meeting, at least
annually and more frequently if requested by the City.
(d) Chamber shall do all things legally necessary to maintain its corporate,
non -profit status in the State of Florida throughout its Term of this
Agreement.
Economic Development Grant Agreement
Page 2 of 7
(e) Chamber shall comply with all applicable federal, state and local laws and
regulations (including all fire, health and other applicable regulatory
codes) and obtain and possess throughout the Term of this Agreement, all
required licenses and permits applicable to its operations.
(f) Chamber shall comply with the Title VII of the Civil Rights Act of 1964,
as amended, and will not discriminate against any person with regard to
race, color, creed, religion, gender, age, national origin, marital status,
sexual orientation or disability.
(g) In addition to the financial reporting required under subparagraph (c)
above, the Chamber shall provide a written annual report ( "Report") to the
City in September of each year during the Term of this Agreement. The
Report shall contain the following information:
i. A specific list of services provided to the business community
of Winter Springs for the preceding year; and
ii. A specific list of economic development activities for which
funding was supported by the Grant for the preceding year.
(h) During the Term of this Agreement, the Chamber shall not take any
formal or informal position regarding City of Winter Springs' elections
including, but not limited to, taking any position to promote, support,
endorse, oppose, or criticize, either verbally or in writing, any candidate
running for the Winter Springs' City Commission or any Winter Springs'
referendum issue.
(i) The Chamber agrees that the Grant shall not be used for any election
related purpose including, but not limited to, campaign contributions,
election advertisements, and donations to political action committees.
4. Errant or Excess Disbursement Chamber expressly understands and agrees
that the Grant amount constitutes the total amount to be paid by City under this
Agreement. Chamber agrees to be liable for repayment of any funds, in the event
that the City terminates this Agreement because the Chamber has defaulted on
any of the terms and conditions set forth herein.
S. IndemniAcation
(a) Chamber shall defend, indemnify and hold harmless City, its officials,
agents and employees, from and against any and all claims, suits,
judgments, demands, liabilities, damages, costs and expenses, including
attorneys' fees, arising directly or indirectly out of or caused in whole or
in part by any act or omission by Chamber including its agents or assigns,
and anyone directly or indirectly employed by Chamber.
Economic Development Grant Agreement
Page 3 of 7
(b) City shall defend, indemnify and hold harmless Chamber, its officials,
agents and employees, from and against any and all claims, suits,
judgments, demands, liabilities, damages, costs and expenses, including
attorneys' fees, arising directly or indirectly out of or caused in whole or
in part by any act or omission by City including its agents or assigns, and
anyone directly or indirectly employed by City, to the extent permitted by
law. Nothing contained in this Agreement or any action related thereto
shall be construed as the City's waiver of sovereign immunity beyond the
limits set forth in § 768.24, Florida Statutes. Said limits shall be deemed
fully incorporated into this Agreement by this reference.
(c) Both Parties certify that any and all materials furnished by them for the
programming produced or aired under this Agreement are either owned by
them or otherwise authorized for such use without further obligation to a
third party. If, by a reason related to the content of any program produced
or broadcast pursuant to this Agreement, there is any claim or litigation
involving any charge by third parties of a violation or infringement of their
rights, the Parties shall be solely responsible for the content that they
provided for the program and accordingly, each Party shall indemnify and
hold harmless the other Party from any liability, loss or expenses arising
out of such claim or litigation.
6. Third Party Beneficlades This Agreement does not create and shall not be
construed as creating any rights enforceable by any person or entity other than the
Parties to this Agreement.
7. Notice. Any notices hereunder shall be in writing and will be deemed received
when delivered in person (with proof of delivery), by facsimile transmission (with
transmission report), or upon receipt if sent by overnight express mail or certified
mail return receipt requested, postage prepaid and properly addressed to the other
Party at the following addresses:
If to City:
Kevin Smith, City Manager
1126 Bast State Road 434
Winter Springs, Florida 32708
Telephone: (407) 327 -5857
Facsimile: (407) 327 -4753
If to Chamber:
Cynthia Sucher, President
P.O. Box 621236
Oviedo, Florida 32762
Telephone: (407) 365 -6500
Facsimile: (407) 650 -2712
Economic Development Grant Agreement
Page 4 of 7
8. Relationship. Nothing contained in this Agreement shall be construed in anyway
as to create or establish a partnership, joint venture or any other form of legal
association or relationship between the Parties hereto or as to deem either Party as
an agent or representative or either Party for any purpose or for any manner
whatsoever.
9. Force Maieure Neither Party to this Agreement shall be liable to the other Party
for failure to perform due to acts of God, fire, flood, epidemic, labor dispute, civil
commotion, riot, act of government (other than City), or any other cause or event
beyond the control of and without the fault of either Party.
10. Assienment Neither Party shall assign any rights or duties under this Agreement
without the prior written consent of the other Party. Failure to comply with this
section may result in immediate termination of this Agreement by notice to the
other Party. This section shall not prohibit Chamber from entering into any
subcontracts for the provision of services agreed to herein.
11. Relief If at any time during the Term of this Agreement it is reasonably believed
that any Party has violated the terms and conditions of this Agreement, the other
Party shall have the right to seek appropriate relief including, but not limited to, a
permanent injunction restraining further violations, recovery of amounts paid
pursuant to the terms and conditions of this Agreement and/or damages, as
appropriate, and reasonable attorneys' fees.
12. Waiver The continued performance by either party hereto, pursuant to the terms
and conditions of this Agreement, after a breach or default of any of the terms,
covenants or conditions herein shall not be deemed a waiver of any right to
terminate this Agreement for any subsequent breach or default. Any expressed or
implied waiver of any breach or default of any of the terms, covenants or
conditions herein shall not be construed or act as a waiver of any subsequent
breach or default and shall not be construed as a modification of this Agreement.
13. Governing Law and Venue This Agreement shall be governed by the laws of
the State of Florida, and in the event of litigation in connection with this
Agreement, the venue shall be Seminole County, Florida and if in U.S. Court, the
Middle District Court located in Orlando, Florida.
14. Severability Any covenant, condition or provision contained in this Agreement
that is held by any court of competent jurisdiction to be invalid, illegal or
unenforceable shall not affect the validity, legality or enforceability of any other
covenants, conditions or provisions contained herein.
15. Entire A¢reement This Agreement constitutes the entire agreement between the
Parties hereto with respect to the subject matter hereof, any representations or
statements heretofore made with respect to such subject matter, whether verbal or
written, are merged herein. This Agreement shall supersede any other prior
agreements, whether verbal or written, regarding the subject matter.
Economic Development Grant Agreement
Page 5 of 7
16. Amendment Any amendments, alterations, modifications or waivers or
provisions of this Agreement shall be valid only when made by written
instrument, specifically referencing this Agreement, and duly signed by both
Parties.
17. Termination.
(a) The Chamber shall have the right to terminate this Agreement with at least
fourteen (14) days written notice to the City if the City fails to make the Grant
payment pursuant to paragraph 2 (b).
(b) In addition to the City's right to terminate this Agreement for budgetary and
appropriation reasons pursuant to paragraph 2(b), the City shall have the right to
terminate this Agreement for causelbreach by providing the Chamber with a
written notice setting forth the basis of the termination. Before termination
becomes effective, the City shall provide the Chamber with at least fourteen (14)
days to remedy the breach. If the Chamber fails to remedy the breach to the
City's satisfaction within the time period specified, the Agreement shall be
terminated and the Chamber shall immediately reimburse the Grant funds paid by
the City for the calendar year in which the termination occurred. The amount of
the reimbursement shall be pro-rated based on the number of calendar days (prior
to termination) that the City was a Trustee member during said calendar year.
18. Signatory Each signatory below represents and warrants that he or she has full
power and capacity and is duly authorized by their respective party to enter into
and perform this Agreement. Such signatory further represents that he or she has
fully reviewed and understands the above conditions and intends to fully abide by
the conditions and terms of this Agreement as stated.
IN WITNESS WHEREOF, the Parties have duly signed, sealed and delivered this
Agreement as of the date last signed.
"CITY"
Attest:
City of Winter Springs,
a Florida municipal corporation
y�
Andrea Lorenzo- Luaces, dity d erk Ke ' Smith, C ty Mana r -
A ved as to form and legality:
Date: � l8 i� • ...
Anthony A. Garganese, City Attorney
Economic Development Grant Agreement
Page 6 of 7
46 C IUAMER 99
Witnesses:
4/,"L x _.11,�
Print Name: " t r diA196A &&
( �X I I X 6L&—
nt e:
STATE OF FLORIDA
COUNTY OF SEMINOLE
Greater Oviedo Chamber of Commerce,
Inc., d/b /a the Oviedo - Winter Springs
Regional Chamber of Commerce, a Florida
non -profit corporation
By: 4 4 A Ii, AZ ,-QG4 . &44&
Cyt tia Sucher, President
Date: ho
The foregoing was sworn to and subscribed before me by Cynthia Sucher, President of
the Greater Oviedo Chamber of Commerce, Inc., d/b /a the Oviedo - Winter Springs
Regional Chamber of Commerce, who is &Kpersonally known to me or ❑ who has
produced a Florida Driver's License as identification
and who did execute the foregoing under oath or affirmation.
WITNESS my hand and seal this day of , 2010.
KWAUEN NO Y I , t Florida
WcommuotwomM
EXPIRES Apra 29, 2019
BMWTh�ora.ya cX>n w . PEGGY ALLEN
Economic Development Grant Agreement
Page 7 of 7