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HomeMy WebLinkAboutCity of Tamarac Resolution R-2010-011Temporary Resolution #11753 January 4, 2010 Page 1 of 3 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 Page 2 of 3 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. E 1 Temporary Resolution #11753 January 4, 2010 Page 3 of 3 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 2 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: 3 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. 4 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: 5 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 6 NOTARY PUBLIC Print or Type Name