HomeMy WebLinkAboutCity of Tamarac Resolution R-2010-011Temporary Resolution #11753
January 4, 2010
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CITY OF TAMARAC, FLORIDA
RESOLUTION NO. R-2010-. //
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA, APPROVING AN
AGREEMENT BETWEEN THE CITY AND THE
TAMARAC ECONOMIC DEVELOPMENT
FOUNDATION, INC., FOR THE FUNDING OF
PROGRAMS AND ACTIVITIES TO PROMOTE THE
ECONOMIC DEVELOPMENT OF THE CITY; FINDING
A MUNICIPAL AND PUBLIC PURPOSE;
AUTHORIZING AND DIRECTING THE APPROPRIATE
CITY OFFICIALS TO TAKE ANY AND ALL ACTION
NECESSARY TO EFFECTUATE THE INTENT OF THIS
RESOLUTION; PROVIDING FOR CONFLICTS;
PROVIDING FOR SEVERABILITY; AND PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, the City Commission desires to continue in its efforts to promote and
fund programs and activities that further the City's economic development; and
WHEREAS, the City of Tamarac Economic Development Foundation, Inc.
("Foundation") was incorporated in 2005 to serve as a not -for -profit entity whose primary
purpose is to attract new industries and businesses to the City, to help redevelop,
retain, and expand existing businesses located in the City, and to work with public and
private sector entities to create a favorable business climate for the benefit of the City's
residents; and
WHEREAS, in order to assist the Foundation with its efforts, the City
Commission finds that it serves both a municipal and public purpose, as authorized by
Section 166.021(9)(a), Florida Statues, to enter into a Funding Agreement with the
Foundation in order to provide funds to the Foundation so that the Foundation may
Temporary Resolution #11753
January 4, 2010
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continue to promote the economic development of the City; and
WHEREAS, City Staff recommends that the City Commission enter into the
Funding Agreement with the Foundation, a copy of which is attached hereto as Exhibit
"A"; and
WHEREAS, the City Commission has considered the recommendations of City
Staff, and finds that entering into the Funding Agreement with the Foundation serves a
municipal and public purpose, and is in the best interest of the health, safety, and
welfare of the citizens and residents of the City of Tamarac.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF TAMARAC, FLORIDA:
SECTION 1: The foregoing 'WHEREAS" clauses are hereby ratified and
confirmed as being true and correct and are hereby made a specific part of this
Resolution. All exhibits attached hereto are incorporated herein and made a
specific part of this Resolution.
SECTION 2: The City Commission hereby approves the Funding
Agreement between the City and the Tamarac Economic Development Foundation,
Inc., a copy of which is attached hereto as Exhibit "A". The City Commission further
finds that the City Commission is authorized to enter into the Funding Agreement
pursuant to Section 166.021(9)(a), Florida Statutes, and that the Funding agreement
serves both a municipal and public purpose.
SECTION 3: All appropriate City officials are hereby authorized and
directed to take any and all action necessary to effectuate the intent of this resolution.
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Temporary Resolution #11753
January 4, 2010
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SECTION 4: All resolutions or parts of resolutions in conflict herewith are
hereby repealed to the extent of such conflict.
SECTION 5: If any clause, section, other part or application of this
Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid,
in part or application, it shall not affect the validity of the remaining portions or
applications of this Resolution.
SECTION 6: This Resolution shall become effective immediately upon its
passage and adoption.
PASSED AND ADOPTED BY THE CITY COMMISSION OF THE CITY OF TAMARAC,
FLORIDA THIS DAY OF , 2010.
ATTEST:
MARION SWENSON, CIVIC
CITY CLERK
I HEREBY CERTIFY that I
Have approved this
RESyo
TION as to form.
/ 1 wo-
CI ATTORN Y
Cl OF TAM C, FLORIDA
BETH TALABISCO, MAYOR
B. TALABISCOy�
P. BUSHNELL
P. ATKINS-GRAD
D. GLASSER
H. DRESSLER
HA2005\050164 TAMARAC\RESO 2010\TR 11753 (Tamarac EDF Funding Agreement).doc
FUNDING AGREEMENT BETWEEN
THE CITY OF TAMARAC
AND THE TAMARAC ECONOMIC DEVELOPMENT FOUNDATION, INC.
This Funding Agreement, ("Agreement") made and entered into by and between: The CITY
OF TAMARAC ECONOMIC DEVELOPMENT FOUNDATION, INC., a Florida not -for -profit
corporation, hereinafter referred to as "EDF", and the CITY OF TAMARAC, a Florida municipal
corporation, hereinafter referred to as "CITY."
WITNESSETH:
WHEREAS, the City Commission for the City of Tamarac desires to enter into an agreement
with a not -for -profit corporation to assist with the promotion and economic development of the
CITY; and
WHEREAS, Section 166.021(9)(a), Florida Statutes, authorizes the City to enter into
agreements for the purpose of promoting the economic development of the City by expending public
funds to assist existing businesses, and to attract new businesses to the City; and
WHEREAS, the City Commission finds that entering into an agreement with a not -for -profit
entity to promote the economic development of the CITY serves both a municipal and public
purpose; and
WHEREAS, pursuant to this Agreement, the CITY will provide funding to the EDF, pursuant
to the terms of this Agreement, in order to assist the EDF with the development of programs and.
activities that will promote the economic development of the CITY; and
WHEREAS, the CITY finds that the services and programs provided by the EDF will provide
for the promotion of and the economic development of the CITY, and are in the best interest of the
CITY's residents and businesses; and
NOW, THEREFORE, in consideration of the mutual terms, conditions, promises, covenants
and payments hereinafter set forth, CITY and EDF agree as follows:
ARTICLE 1 - SCOPE OF SERVICES
1.1. The CITY and the EDF enter into this Agreement in order to establish the parties' duties and
responsibilities with respect to the funding of EDF programs and activities that serve to promote the
economic development of the CITY.
1.2. In consideration of the funds provided by the CITY, the EDF shall institute and operate
programs and activities that serve to promote the economic development of the CITY.
ARTICLE 2 - FUNCTIONS AND DUTIES NOT TRANSFERRED TO EDF
2.1 It is specifically understood and agreed that all rights and powers as may be vested in the
CITY pursuant to Chapter 163, Florida Statutes, or any other law shall not be transferred to the EDF.
ARTICLE 3 — COMPENSATION; PUBLICITY
3.1 The CITY shall provide funding to EDF in the total amount of two hundred Thousand and
00/100 Dollars ($200,000.00) ("Funds") to be used by EDF as provided in this Agreement, in order
to further the acquisition of property within the CITY. The CITY shall pay to the EDF the Funds as
follows:
3.2 The EDF shall submit to the CITY no later than five (5) business days prior to the issuance of
the Funds on April 15, 2010, July 15, 2010, October 15, 2010, and January 15, 2011 for quarterly
reports a quarterly income statement and an invoice to the CITY detailing the proposed use of the
Funds provided pursuant to this Agreement. In addition to the income statement and invoice, the EDF
shall also provide the CITY with a written report comparing the EDF's adopted budget to the EDF's
actual expenses through the date of issuance of the Funds to the EDF ("Budget to Actual Report"). The
Budget to Actual Report shall detail how the EDF appropriated and expended the Funds in relation to
specific budgetary items, and how the EDF's activities impacted the CITY. Factors such as EDF
operational issues, and other relevant factors should be included in the report and supported in the
annual adopted budget. In addition to these reports, by the 10'h day of each month starting March 10,
2010 the EDF shall submit a written report to the CITY Board that provides information on the
properties reviewed, offers made, and properties acquired.
3.3 The EDF shall insure that all publicity, public relations, advertisements and signs recognize the
CITY for the support of all activities conducted with the funds provided by the CITY. The use of the
CITY logo is permissible, but all signs used to publicize CITY contracted activities must be approved
by the CITY prior to being posted.
ARTICLE 4 - TERM OF AGREEMENT
4.1 This Agreement shall be deemed to have commenced on , and shall
continue in full force and effect until midnight, This Agreement
may be renewed for an additional one year period upon request of either party, and the agreement of.
both.
4.2 This Agreement shall remain in full force and effect through the termination date or any
extended termination date, as set forth above, unless written notice of termination by the CITY or
EDF is provided pursuant to Section 8, NOTICES.
ARTICLE 5 - IMMUNITY
The CITY is a state agency as defined in Chapter 768.28, Florida Statutes. Each agrees to be
fully responsible for acts and omissions of their agents or employees to the extent permitted by law.
Nothing herein is intended to serve as a waiver of sovereign immunity by any party to which
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sovereign immunity may be applicable. Nothing herein shall be construed as consent by a state
agency or political subdivision of the State of Florida to be sued by third parties in any matter arising
out of this Agreement or any other contract.
ARTICLE 6 - INSURANCE
The CITY is self insured in accordance with provisions set forth within Section 768.28,
Florida Statutes. The EDF shall provide sufficient insurance, as determined by the City's Risk
Manager to protect its interests with respect to the actions taken pursuant to this Agreement. The
EDF shall provide copy of the certificate of insurance, naming the CITY as an additional insured, to
the City's Risk Manager prior to commencement of the services to be provided pursuant to this
Agreement.
ARTICLE 7 - TERMINATION
This Agreement may be terminated by either party upon ten (10) days written notice to the
other party of such termination pursuant to Section 8, NOTICES, herein.
ARTICLE 8 - NOTICES
Any and all notices given or required under this Agreement shall be in writing and may be delivered
in person or by United States mail, postage prepaid, first class and certified, return receipt requested,
addressed as follows:
TO CITY:
Jeffrey L. Miller, City Manager
City of Tamarac
7525 N.W. 88th Avenue
Tamarac, Florida 33321
With Copy to:
Samuel S. Goren, City Attorney
Goren, Cherof, Doody & Ezrol, P.A.
76 N.E. 5t' Avenue
Delray Beach, FL 33483
TO EDF:
With Copy to:
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ARTICLE 9 - MISCELLANEOUS PROVISIONS
9.1 ASSIGNMENT: Neither party shall have the right to assign this Agreement, without the
prior written consent of the other party.
9.2 WAIVER: The waiver by either party of any failure on the part of the other party to perform
in accordance with any of the terms or conditions of this Agreement shall not be construed as a
waiver of any future or continuing similar or dissimilar failure.
9.3 SEVERABILITY: The invalidity of any provision of this Agreement shall in no way affect
the validity of any other provision.
9.4 ENTIRE AGREEMENT: It is understood and agreed that this Agreement incorporates and
includes all prior negotiations, agreements or understandings applicable to the matters contained
herein and the parties agree that there are no commitments, agreements or understandings concerning
the subject matter of this Agreement that are not contained in this document. Accordingly, it is
agreed that no deviation from the terms hereof shall be predicated upon any prior representations or
agreements, whether oral or written.
9.5 INDEPENDENT CONTRACTOR: Both the CITY and the EDF agree that the EDF shall at
all times act as an independent contractor in the performance of its duties under this Agreement. In
no event shall the EDF be considered an employee of the CITY. Accordingly, the EDF shall be
responsible for the payment of all taxes including Federal and State taxes arising out of the EDF's
activities in accordance with this Agreement including by way of illustration but not limitation,
Federal income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or
business license fees as may be lawfully required of a consultant performing such services.
9.6 MODIFICATION: It is further agreed that no modifications, amendments or alterations in
the terms or conditions contained herein shall be effective unless contained in a written document
executed with the same formality and of equal dignity herewith.
9.7 CHOICE OF LAW; WAIVER OF JURY TRIAL: Any controversies or legal problems
arising out of this transaction and any action involving the enforcement or interpretation of any rights
hereunder shall be submitted to the jurisdiction of the State courts ofthe Seventeenth Judicial Circuit
of Broward County, Florida, the venue situs, and shall be governed by the laws of the State of
Florida. To encourage prompt and equitable resolution of any litigation that may arise hereunder,
each party hereby waives any rights it may have to a trial by jury of any such litigation.
9.8 DRAFTING: This Agreement has been negotiated and drafted by all parties hereto and shall
not be more strictly construed against any party because of such party's preparation of this
Agreement.
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9.9 EDF hereby gives the CITY, through any authorized representative, upon reasonable notice,
access to and the right to examine all records, books, papers, or documents relating to the funding
provided pursuant to this Agreement. EDF hereby agrees to maintain books, records and documents in
accordance with accounting procedures and practices which sufficiently and properly reflect all
expenditures of funds provided by the CITY under this Agreement in accordance with the Florida
Public Record Laws as provided in Chapter 119, Florida Statutes, as may be amended from time to
time, and for at least a minimum of three (3) years following the termination of this Agreement. EDF
hereby agrees that if it has caused any funds to be expended in violation of this Agreement, it shall be
responsible to refund such monies in full to the CITY, or if this Agreement is still in force, any
subsequent request for payment shall be withheld by the CITY.
9.10 As a condition of providing the Funds, the EDF agrees to have an audit performed at the
conclusion of the EDF's fiscal year by an independent auditing firm, and that the EDF provide a copy of
the audit to the CITY no later than 90 days after the conclusion of the EDF's fiscal year.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed on
the day and year first above written.
ATTEST
Marion Swenson, CMC
City Clerk
APPROVED AS TO FORM:
BY:
OFFICE OF THE CITY ATTORNEY
Attest:
Secretary
STATE OF FLORIDA )
) ss:
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CITY OF TAMARAC
Jeffrey L. Miller
City Manager
Executed by the City of Tamarac
This day of , 2010
CITY OF TAMARAC ECONOMIC
DEVELOPMENT FOUNDATION, INC.
By
Print Name:
Title:
day of (date)
COUNTY OF BROWARD )
ON THIS day of 2010, before me, the undersigned notary
public, personally appeared , personally known to me, or who has
produced as identification, and is the person who subscribed to the foregoing
instrument and who acknowledged that (s)he executed the same on behalf of the Tamarac Economic
Development Foundation, Inc. and that (s)he was duly authorized to do so.
IN WITNESS WHEREOF, I hereunto set my hand and official seal.
My Commission Expires:
SSG:DNT:dnt
HA2005\050164 TAMARAC\AGMTS\EDF Funding AgmtREV l.doc
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NOTARY PUBLIC
Print or Type Name