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HomeMy WebLinkAbout2013 01 28 Regular 600 Oviedo-Winter Springs Chamber Trustee Membership AgreementCOMMISSION AGENDA ITEM 600 January 28, 2013 Regular Meeting Informational Consent Public Hearings Regular X KS City Manager Department REQUEST: City Manager requesting the Commission consider and provide direction on renewal of its Trustee Membership Agreement with the Oviedo - Winter Springs Regional Chamber of Commerce. SYNOPSIS: The City's current Trustee Membership Agreement (a three -year agreement) with the Oviedo - Winter Springs Regional Chamber of Commerce (Chamber) expired December 31, 2012. The Chamber has recently submitted a trustee invoice for Calendar year 2013. An extension to the current agreement is therefore presented for the Commission's consideration. CONSIDERATIONS: On March 8, 2010, the Commission approved an Economic Development Grant (Trustee Membership) Agreement with the Chamber for a three year term. This term was based on a calendar year and included 2010, 2011, and 2012. Thus, this agreement expired on December 31, 2012. The Chamber has recently submitted an invoice to the City for Trustee Membership dues for calendar year 2013. If the Commission desires to pay this invoice, staff recommends that this action be accompanied, as previously done with the current agreement, by a written agreement. A renewal agreement, as prepared by the City Attorney with the same terms and conditions as the current agreement, is provided herein. Terms and conditions of this three -year renewal agreement include a provision for payment Regular 600 PAGE 1 OF 4 - January 28, 2013 subject to the Commission's absolute and discretionary authority to annually budget and appropriate funds for this purpose. If the Commission determines that it will not annually budget and appropriate funds for this purpose, the Commission shall have the right to terminate this agreement without penalty upon delivering written notice to the Chamber. Per the Chamber, Trustee Membership Benefits include the following: • Membership for all "same- named" businesses within chamber's service area • Logo placement as a Trustee on chamber letterhead and membership literature • Logo placement on signage and recognition as a Trustee at chamber events • Logo in rotation as a Trustee on ALL PAGES of chamber website with link • Logo on Trustee Page of website • Recognition as a Trustee in all weekly e- newsletters • Banner ad for 3 months on chamber website • 2 week sponsorship of Chamber Connection e- newsletter • Logo recognition in "Thank You" advertisement in the annual Community Guide • Foursome in the Chamber's annual Golf Tournament • Complimentary Hole Sign at Golf Tournament • Entry for 2 into all chamber membership luncheons • Complimentary booth space at Taste of Oviedo AND W.S. Festival of the Arts • Trustee Spotlight in 2 editions of Chamber Connection e- newsletter • $1,000 sponsorship credit towards Taste of Oviedo OR W.S. Festival of the Arts • Admission for 4 to "Meet the Artist Party" at W.S. Festival of the Arts • CD with member mailing addresses • Representation on our Trustee Council • Enhanced version of ChamberMaster software • Admission for 8 to The Ovations • Trustee plaque • Special recognition and admission for four (4) at our annual Trustee Reception • Various other benefits throughout the year! Additionally, per terms of our (current and proposed renewal) Economic Development Grant (Trustee Membership) Agreement with the Chamber (Section 3), the following Chamber Commitments are memorialized /included: 3. 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. Regular 600 PAGE 2 OF 4 - January 28, 2013 (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. (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. FISCAL IMPACT: Chamber Trustee Membership dues are $5,000 per calendar year. Funds were appropriated in the current (FY 2013) budget for this purpose. COMMUNICATION EFFORTS: This Agenda Item has been electronically forwarded to the Mayor and City Commission, City Manager, City Attorney /Staff, and is available on the City's Website, LaserFiche, and Regular 600 PAGE 3 OF 4 - January 28, 2013 the City's Server. Additionally, portions of this Agenda Item are typed verbatim on the respective Meeting Agenda which has also been electronically forwarded to the individuals noted above, and which is also available on the City's Website, LaserFiche, and the City's Server; has been sent to applicable City Staff, Media/Press Representatives who have requested Agendas /Agenda Item information, Homeowner's Associations/Representatives on file with the City, and all individuals who have requested such information. This information has also been posted outside City Hall, posted inside City Hall with additional copies available for the General Public, and posted at five (5) different locations around the City. Furthermore, this information is also available to any individual requestors. City Staff is always willing to discuss this Agenda Item or any Agenda Item with any interested individuals. RECOMMENDATION: The City Manager recommends the Commission provide direction on the renewal of its Trustee Membership with the Oviedo - Winter Springs Regional Chamber of Commerce. If the Commission desires to renew its Trustee Membership, the City Manager recommends the Commission effect said renewal by authorizing the Mayor to execute the attached Economic Development Grant (Trustee) Agreement (Renewal) with the Oviedo - Winter Springs Regional Chamber of Commerce for Calendar Year 2013 -2015. ATTACHMENTS: A. Economic Development Grant (Trustee) Agreement with the Oviedo - Winter Springs Regional Chamber of Commerce for Calendar Year 2013 -2015. Regular 600 PAGE 4 OF 4 - January 28, 2013 Attachment A. ECONOMIC DEVELOPMENT GRANT AGREEMENT THIS ECONOMIC DEVELOPMENT GRANT AGREEMENT ( "Agreement ") made and entered into this day of January, 2013, 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 "), 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 ".) WITNES SETH 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 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, 2013, 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 1st 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. 3. 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. 5. Indemnification. (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 Beneficiaries. 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 East State Road 434 Winter Springs, Florida 32708 Telephone: (407) 327 -5857 Facsimile: (407) 327 -4753 If to Chamber: Paul Sladek, 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. Assignment. 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 Agreement. 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 cause /breach 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" City of Winter Springs, Attest: a Florida municipal corporation By: Andrea Lorenzo - Luaces, City Clerk Kevin Smith, City Manager Approved as to form and legality: Date: Anthony A. Garganese, City Attorney Economic Development Grant Agreement Page 6 of 7 "CHAMBER" Greater Oviedo Chamber of Commerce, Inc., d /b /a the Oviedo - Winter Springs Regional Chamber of Commerce, a Florida non - profit corporation Witnesses: By: Print Name: Paul Sladek, President Print Name: Date: STATE OF FLORIDA COUNTY OF SEMINOLE The foregoing was sworn to and subscribed before me by Paul Sladek, President of the Greater Oviedo Chamber of Commerce, Inc., d /b /a the Oviedo - Winter Springs Regional Chamber of Commerce, who is adirolF a decudorp sah ohw ro em of nwonk yllanosrep etucexe did ohw dna noitacifitnedi sa esneciL s'revirD .noitamriffa ro htao rednu gniogerof eht WITNESS my hand and seal this day of , 2013. NOTARY PUBLIC, State of Florida Economic Development Grant Agreement Page 7 of 7