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INTERLOCAL AGREEMENT TO CREATE A VIRTUAL INCUBATOR PROGRAMINTERLOCAL AGREEMENT This INTERLOCAL AGREEMENT (the "Agreement"), made and entered into as of this, t 5 day of �(�cc n�i �, , 2013, by and between the COMMLJNITY� REDEVELOPMENT AGE CY OF THE CITY OF CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida (the "Agency"), and the CITY OF CLEARWATER, FLORIDA, a Florida municipal corporation (the "City"). WITNESSETH: WHEREAS, it is the purpose and intent of this Agreement, the parties hereto, and the Florida Interlocal Cooperation Act of 1969, as amended and codified as Section 163.01, Florida. Statutes (the "Cooperation Act"), to permit the Agency and the City to make the most efficient: use of their respective powers, resources and capabilities by enabling them to cooperate on the basis of mutual advantage and thereby to provide the property, facilities and services provided for in this Agreement in the manner that will best accord with the existing and anticipated resources available to each of them and with geographic, economic, population and other factors influencing the needs and developments within the downtown community redevelopment area in the corporate limits of the City and the area of operation of the Agency; and WHEREAS, it is the purpose of the Cooperation Act to provide for a means by which the Agency and the City may exercise their respective powers, privileges and authorities which they share in common and which each might exercise separately; and WHEREAS, the Agency is responsible for the implementation of the downtown redevelopment plan for the redevelopment, rehabilitation and improvement of the community redevelopment area in the City; and WHEREAS, the City of Clearwater approved a citywide Economic Development Strategic Plan in November 2011 that ca11s for the creation of a Technology District to facilitate incentives and/or assistance to foster Information Technology (IT)/Software company growth in the City's Community Redevelopment Agency area (CRA); and WHEREAS, the City and the Agency desire to provide Economic Development services through a third party to conduct specialized assessment services for support of early and mid- stage technology businesses located or considering to locate in the City's defined Technology District to facilitate the retention, growth and attraction of high-wage primary jobs envisioned by the City's Economic Development Strategic Plan; and WHEREAS, in order to provide third-party assessments, the City of Clearwater Economic Development and Housing Department has entered into an agreement with the Tampa Bay Innovation Center (TBIC}, a Florida-based not-for-profit corporation, that was established to support business development in the form of business incubation and business acceleration services. The agreement will allow the City to create a Virtual Incubator Program ("Program") to� effectively and efficiently provide business development services in the form of business incubation and business acceleration services; and WHEREAS, the City and the Agency are willing to cooperate and provide assistance to each other and, to the extent permitted by law, provide Economic Development services foY• support of early and mid-stage technology ventures for the City of Clearwater and to create a. Program administered by the TBIC, all in such means and manner as wili promote the rehabilitation and redevelopment of the community redevelopment area, benefit the local. economy, and be of substantial benefit to the Agency and the City; and WHEREAS, the CRA will pay the application fees, background check fees, security deposits and monthly program fees for the City of Clearwater Virtual Incubator Program clients; and WHEREAS, the City and the Agency are now in agreement that it is more efficient for the City, rather than the CRA, to use its resources and capabilities to directly enter into the Program agreement; and WHEREAS, the City and the Agency fiuther agree that the total annual amount of the program will not exceed $25,000, however, the parties agree that the CRA may allot additional. monies in its sole discretion if needed; and NOW, THEREFORE, in consideration of the mutual covenants of this Agreement, the Agency and the City agree as follows: ARTICLE 1 AUTHORITY AND OBLIGATIONS 1.1 Authority to Contract. This Agreement is entered into pursuant to the provision� of Section 163.01, Florida Statutes, Section 163.400, Florida Statutes; Part III, Chapter 163 Florida Statutes; Chapter 166, Florida Statutes; Resolution No. 81-68 of the City adopted on. August 6, 1981, and other applicable provisions of law, all as amended and supplemented from. time to time. ARTICLE 2 DEFINITIONS 2.1 Definitions. As used in this Agreement, the following terms, when initially capitalized, shall have the following meanings: (a.) "Act" means Section 163.01, Florida Statutes, Part III, Chapter 163, Florida. 2 Statutes, Chapter 166, Florida Statutes, Resolution No. 81-68 of the City adopted on August 6, 1981, and other applicable provisions of law, all as amended and supplemented. (b.) "Agency" means the Community Redevelopment Agency of the City, as created. by Resolution No. 81-68 of the City, adopted by the City Council on August 6, 1981, includin�; any amendments thereto, and any successors or assigns thereto which can exercise redevelopment powers. (c.) "Agreement" means this Interlocal Agreement between the Agency and the City, including any amendments, revisions and exhibits thereto. (d.) "Area" means the area located within the corporate limits of the City havin€�; conditions of slum and blight (as those conditions are defined in the Act) as found by the Cit�r Council in Resolution No. 81-67 adopted by the City Council on August 6, 1981, as: subsequently amended in Resolution No. 02-241 adopted by the City Council on August 8, 2002,. (e.) "Authorized Representative" means the person who is the duly authorized and. designated representative of the City or the Agency, respectively, as provided in Section 3.3 hereof. (f.) "City" means the City of Clearwater, Florida, a Florida municipal corporation,. and any successors or assigns. (g.) "Governing Body" means, in the case of the Agency, the governing body of the Agency, and the City Council of the City in the case of the City, or any successor board, Council or Council thereto. (h.) "Program" means the Virtual Incubator Program as defined by the Agreement between the City of Clearwater and �TAR-TEC ENTERPRISES, INC. a Florida nonprofit corporation doing business as the Tampa Bay Innovation Center ("TBIC") dated 2.2 Use of Words and Phrases. Words of the masculine gender shall be deemed anc� construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the singular sha11 include the plural as well as the singular number, anci the word "person" shall include corporations and associations, including public bodies, as well a:; natural persons. "Herein," "hereby," "hereunder," "hereof," "hereinbefore," "hereinafter" anc� other equivalent words refer to this Agreement and not solely to the particular portion thereof irn which any such word is used. The words "party" or "parties" when referring to the initial signatory parties to this Agreement shall also mean and include any successor or assign of suc� party. References to "Agency" and "City" may refer to and include the Authorized Representative thereof designated in accordance with Section 3.3 to the extent the Agency oa• City has authorized its authorized representative to act on its behalf. 2.3 Florida Statutes. Any and all references herein to the "Florida Statutes" are tc:� Florida Statutes (2012), as amended by any session law enacted during any regular or special session of the Legislature of the State of Florida convening subsequent to the Effective Date, anc� 3 which become law in accordance with the Constitution of the State of Florida. ARTICLE 3 PURPOSE, FINDINGS, INTENT 3.1 PuYpose. The purpose of this Agreement is to induce, encourage and assist the redevelopment of the Area through assistance and cooperation in the support of early- and mid- stage technology business located or considering the locating of the business in the City's defined Technology District. It is also the purpose of this Agreement to define and delineate the responsibilities and obligations of the parties to this Agreement, and to express the desire of the parties to cooperate together to accomplish the purposes and expectations of this Agreement. 3.2 Findin�s. It is hereby ascertained, determined, declared and found by the parties hereto that: (a.) The Area contains one or more slum and blighted areas and that the rehabilitation or redevelopment of the Area is necessary in the interest of the public health, safety, morals and welfare of the residents of the City; (c.) It is a necessary and appropriate exercise of the redevelopment powers available to the Agency to provide such assistance as is reasonably necessary so it will be a significant development in the Area and will enhance the quality of life and the aesthetic and useful enjoyment of the downtown area of the City by the eradication of the conditions of slum and blight found there, all in accordance with and in furtherance of the Act as implemented by the Plan. (d) 'The development of the Program is appropriate to the needs and circumstances of, and shall make a significant contribution to, the economic growth of the area of operation of the Agency, and shall serve a public purpose by, among other things, advancing the economic prosperity, the public health and general welfare of the State and its inhabitants, and promoting the rehabilitation of the City and eliminating and preventing the creation and spread of blighted areas in the area of operation of the Agency and the corporate limits of the City. 3.3 Authorized Representative. (a) Each party may from time to time designate one or more individuals to be its Authorized Representative to act on its behalf to the extent of the grant of any authority to such representative. Written notice of the designation of such a representative (and any subsequent change in the Authorized Representative) shall be given by the designating party to the other party in writing in accordance with the procedure set forth in Section 9.9 hereof. The written notice of the Authorized Representative shall indicate the authority that may be exercised by the Authorized Representative. (b) Except as otherwise expressly provided in this Agreement, whenever approval or 4 action by the City or the Agency is required by this Agreement, such action or approval may, ir�. the discretion of the party considering such approval or action, be taken or given by the� Authorized Representative thereof. A party to this Agreement may rely upon the representation. of the other party's Authorized Representative that such person has the requisite authority to givf: the approval or take the action being done by that Authorized Representative. A party may no�l: later deny that its Authorized Representative had the authority represented to and relied upon by the other party or revoke or deny any action taken by such Authorized Representative which wa:; relied upon by the other party. ARTICLE 4 REPRESENTATIONS AND WARRANTIES 4.1 R�e resentations and Warranties of the A e�ncy. The Agency represents and warrants to the City that each of the following statements is presently true and accurate and carl be relied upon by the City: (a.) The Agency is the duly created and designated community redevelopment agency of the City, a validly existing body politic and corporate of the State, has all requisite corporate: power and authority to carry on its business as now conducted and to perform its obligations under this Agreement and each document contemplated hereunder to which it is or will be a� P�Y• (b.) This Agreement and each document contemplated hereby to which the Agency is, or will be a party has been duly authorized by all necessary action on the part of, and has been oi• will be executed and delivered by, the Agency and neither the execution and delivery thereof;, nor compliance with the terms and provisions thereof or hereof: (a) requires the approval andl consent of any other party, except such as have been duly obtained, (b) contravenes any existing; law, judgment, governmental rule, regulation or order applicable to or binding on the Agency, oi• (c) contravenes or results in any breach of, default under or result in the creation of any lien oi• encumbrance upon any party under any indenture, mortgage, deed of trust, bank loan or credit: agreement, applicable ordinances, resolutions or any other agreement or instrument to which the Agency is a party, specifically including any covenants of any bonds, notes or other obligations� of the Agency outstanding on the Effective Date. (c.) This Agreement and each document contemplated hereby, to which the Agency is or will be a party constitutes, or when entered into will constitute a legal, valid and binding, obligation of the Agency enforceable against the Agency in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency or sirnilar laws from time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event equitable remedies are involved. (d.) There are no pending or, to the knowledge of the Agency, threatened actions or proceedings before any court or administrative agency against the Agency, which question the validity of this Agreement or any instrument or document contemplated herein, or which are 5 likely in any case or in the aggregate to materially adversely affect the successful redevelopmenl: of the Project and the consummation of the transactions contemplated hereunder or the financial� or corporate conditions of the Agency. (e.) This Agreement does not violate any laws, ordinances, rules, regulations, orders;, contracts, or agreements that are or will be applicable thereto. 4.2 Representations and Warranties of the Citv. The City represents and warrants to� the Agency that each of the following statements is presently true and accurate and can be relied� upon by the Agency: (a.} The City is a validly existing municipal corporation of the State, has all requisite- corporate power and authority to carry on its business as now conducted and to perform its: obligations under this Agreement and each document contemplated hereunder to which it is oi• will be a party. (b.) This Agreement and each document contemplated hereby to which the City is or will be a party has been duly authorized by all necessary action on the part of, and has been oi• will be executed and delivered by, the City and neither the execution and delivery thereof, noi• compliance with the terms and provisions thereof or hereof: (i) requires the approval and. consent of any other party, except such as have been duly obtained, (ii) contravenes any existing; law, judgment, governmental rule, regulation or order applicable to or binding on the City, or (iii) contravenes or results in any breach of, default under or result in the creation of any lien or encumbrance upon any party under any indenture, mortgage, deed of trust, bank loan or credit: agreement, applicable ordinances, resolutions or any other agreement or instrument to which the City is a party, specifically including any covenants of any bonds, notes or other obligations of` the City outstanding on the Effective Date. (c.) This Agreement and each document contemplated hereby to which the City is or will be a party constitutes, or when entered into will constitute a legal, valid and binding; obligation of the City enforceable against the City in accordance with the terms thereof, except as such enforceability may be limited by applicable bankruptcy, insolvency or similar laws from. time to time in effect which affect creditors' rights generally and subject to usual equitable principles in the event equitable remedies are involved. (d.) There are no pending or, to the knowledge of the City, threatened actions or proceedings before any court or administrative agency against the City, which question the: validity of this Agreement or any instrument or document contemplated herein, or which are: likely in any case or in the aggregate to materially adversely affect the successful redevelopment: of the Project and the consummation of the transactions contemplated hereunder or the financial. or corporate conditions of the City. (e.) This Agreement does not violate any laws, ordinances, rules, regulations, orders;, contracts, or agreements that are or will be applicable to the City. 6 ARTICLE 5 INDEMNIFICATION S.1 Indemnification bv the A�y. (a.) In consideration of the City entering into the agreements for cleanup Virtual. Incubator Program and such other actions as are provided for herein, and other valuable consideration, to the extent permitted by law, the Agency shall pay, indemnify and save harmless the City, its agents, guests, invitees and employees from all suits, actions, claims, demands„ damages, losses and other reasonable expenses and costs of every kind and description to which� the City, its agents, guests, invitees or employees may be subjected to by reason of injury to� persons or death or property damage, loss of monies or other loss caused or allegedly caused, in� whole or in part, resulting from any omission, negligence or fault of the Agency, its agents oi• employees, the Program consultants, or their contractors or subcontractors in connection with (i)� any Program service or operation being undertaken or performed by or for the Agency; provided, however, such indemniiication shall not be applicable to the extent a decision or judgment of a� court of competent jurisdiction holds that any injury to persons or death or property damage was the result of acts of omission, negligence or fault of the City, its agents or employees. (b.) This Section 5.1 shall not be deemed or construed to provide any indemnificatior.� by the Agency for the benefit of any third parties other than the City nor as a waiver by thF; Agency of any liability of the City which the Agency may be entitled to recover damage�c notwithstanding any provision of this Agreement to the contrary. ARTICLE 6 DEFAULT; TERMINATION 6.1 Default b t� he A�y. (a.) Provided the City is not then in default under this Agreement as set forth herein, there shall be an "event of default" by the Agency under this Agreement upon the occurrence o�' any one or more of the following: (i.) The Agency shall fail to perform or comply with any material provision o:l' this Agreement; or (ii.) The Agency shall make a general assignment for the benefit of it�, creditors, or shall admit in writing its inability to pay its debts as they become due or shall file a petition in bankruptcy, or shall be adjudicated as bankrupt or insolvent, or shall file a petitioia seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution oa• similar relief under any present or future statute, law or regulation or shall file an answe.r admitting, or shall fail reasonably to contest, the material allegations of a petition filed against ik in any such proceeding, or shall seek or consent to or acquiesce in the appointment of anw• trustee, receiver or liquidator of the Agency or any material part of its properties; or 7 (iii.) Within sixty (60) days after the commencement of any proceeding by or against the Agency seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute, law or regulation„ such proceeding shall not have been dismissed, or if, within sixty (60) days after the appointmenl: without the consent or acquiescence of the Agency or any trustee, receiver or liquidator of the Agency or of any material part of its properties, such appointment shall not have been vacated. (b.) If an "event of default" as described herein shall have occurred, the City, after giving thirty (30) days written notice of such event of default to the Agency, and upon expiratior.i of such thirty (30) day notice period, if such event of default has not been cured, the City shalll seek to enforce the terms of this Agreement. 6.2 Default by the City. (a.) Provided the Agency is not then in default under this Agreement as set fortri herein, there shall be an"event of default" by the City under this Agreement upon the occurrence; of the following: (i) the City shall fail to perform or comply with any material provision of this Agreement. (b.) If an"event of default" as described herein shall have occurred, the Agency, after giving thirty (30) days written notice of such event of default to the City, and upon expiration oif' such thirty (30) day notice period, if such event of default has not been cured, the Agency shal� seek to enforce the terms of the Agreement. 6.3 Obligations, Rights and Remedies Exclusive. The rights and remedies specified herein to which either the Agency or City are entitled are exclusive and are intended to be to the: exclusion of any other remedies or means of redress to which the Agency or the City may otherwise lawfully be entitled. 6.4 Non-Action on Failure to Observe Provisions of this Agreement. The failure o�� the Agency or the City to promptly insist upon strict performance of any term, covenant, condition or provision of this Agreement, or any e�ibit hereto or any other agreemen# contemplated hereby shall not be deemed a waiver of any right or remedy that the Agency or the; City may have, and shall not be deemed a waiver of a subsequent default or nonperformance a�� such term, covenant, condition or provision. (a.) In the event of a termination of this Agreement as provided for herein, neither the City nor the Agency shall be obligated or liable one to the other in any way, financial oa� otherwise, for any claim or matter arising from or as a result of this Agreement or any action:� taken by the City or the Agency, or both, thereunder or contemplated hereby; provided, however, that if any suits, actions, claims, or demands of any kind sha11 be made against the City or th�: Agency, or both of them, seeking damages, expenses and costs (including attorneys' fees), or any other relief, arising from or as the result of any omission, negligence or fault of the City or the° Agency in connection with this Agreement or any actions taken by the City or the Agency, o�• both of them, hereunder or contemplated hereby, the indemnification provisions of Article �' s hereof shall apply and shall survive termination of this Agreement. ARTICLE 7 MISCELLANEOUS 7.1 Amendments. This Agreement may be amended by the mutual written agreement of the Agency and the City at any time and from time to time, which amendments shall become: effective upon filing thereof with the Clerk of the Circuit Court of Pinellas County, Florida, pursuant to Section 163.01(11), Florida Statutes. 7.2 A�reement Constitutes Contract. The Agency and the City acknowledge that the: parties hereto will rely on the pledges, covenants and obligations created herein for the benefit oi' the parties hereto, and this Agreement shall be deemed to be and constitute a contract between, the Agency and the City as of the Effective Date. 7.3 Assi�nment. Neither party may assign or transfer any or all of its duties, rights„ responsibilities, or obligations under this Agreement to any other party or any person not a party� to this Agreement without the express prior approval of the other party to this Agreement. 7.4 Severabilitv. The provisions of this Agreement are severable, and it is the: intention of the parties to confer the whole or any part of the powers herein provided for and ii:' any of the provisions of this Agreement or any other powers granted by this Agreement shall be; held unconstitutional, invalid or void by any court of competent jurisdiction, the decision of saidl court shall not affect or impair any of the remaining provisions of this Agreement. It is hereby declared to be the intent of the parties hereto that this Agreement would have been adopted, agreed to, and executed had such unconstitutional, invalid or void provision or power not beer.i included therein. 7.5 Controllin�. Any and all provisions of this Agreement and any proceedin�; seeking to enforce and challenge any provision of this Agreement shall be governed by the law:; of the State of Florida. Venue for any proceeding pertaining to this Agreement shall be Pinella:; County, Florida. 7.6 Members of the A�v and City Not Liable. (a.) All covenants, stipulations, obligations and agreements of the Agency and the City contained in this Agreement shall be deemed to be covenants, stipulations, obligations ancl. agreements of the Agency and the City, respectively, to the full extent authorized by the Act and. provided by the Constitution and laws of the State of Florida. (b.) No covenant, stipulation, obligation or agreement controlled herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future individual. member of the governing body or agent or employee of the Agency or the City in its, his or thei:r individual capacity, and neither the members of the Governing Body of the Agency ar the Cit�i 9 or any official executing this Agreement shall individually be liable personally or shall be subject: to any accountability by reason of the execution by the Agency or the City of this Agreement or• any act pertaining hereto or contemplated hereby. 7.7 Expiration of A�reement. (a.) This Agreement shall be effective immediately upon filing with the Clerk of the: Circuit Court of Pinellas County, Florida after execution by both parties and shall expire and� terminate by its own terms without further notice or action by any party hereto on the third. anniversary of the Effective Date. (b.) The parties covenant and agree that upon this Agreement expiring and terminating; on the Expiration Date, ali rights, privileges, obligations and responsibilities of any party� hereunder shall expire and be of no force and effect, except to the extent any provision hereof' expressly survives the Expiration Date. 7.8 Third Party Beneficiaries. Nothing in this Agreement, expressed or implied, in intended or shall be construed to confer upon any person, firm or corporation other than the; parties hereto, any right, remedy, or claim, legal or equitable, under or by reason of this Agreement or any provision hereof. It is the intent of the parties hereto that this Agreement an� all its provisions are intended to be and are for the sole and exclusive benefit of the parties hereto. 7.9 Notices. Any notice, demand, direction, request or other insm�ment authorized or required by this Agreement to be given or filed with the Agency or the City shall be deemed sufficiently given or filed for all purposes of this Agreement if and when sent by registered mail, return receipt requested, or by direct personal delivery: To the Agency, addressed to To the City, addressed to Community Redevelopment Agency of the City o�� Clearwater, Florida 112 S. Osceola Avenue Clearwater, FL 33756 Attention: Executive Director City of Clearwater, Florida 112 S. Osceola Avenue Clearwater, FL 33756 Attention: City Manager 7.10 Execution of Agreement. This Agreement shall be executed in the name of the Agency by its Chairman and Executive Director and the seal of the Agency affixed hereto and iix the name of the City by its Mayor and City Clerk, and approved as to form and execution by thE; City Attorney, and the seal of the City affixed hereto. If any officer whose signature appears on this Agreement ceases to hold office before all officers shall have executed this Agreement or lo prior to the filing of this Agreement as provided in Section 9.11 hereof, his or her signature shalll nevertheless be valid and sufficient for a11 purposes. This Agreement shall bear the signature of., or may be signed by, such individuals as at the actual time of the execution of this Agreemen� shall be the proper and duly empowered officer to sign this Agreement and this Agreement shal:l be deemed to have been duly and properly executed even though on the Effective Date any sucri individual may not hold such office. 7.11 Filin� With Circuit Court Clerk. The City Clerk is hereby authorized and directecl. after approval of this Agreement by the Governing Body of each of the Agency and the City and. the execution thereof by the duly qualified and authorized officers of each of the parties hereto as. provided in Section 9.10 hereof, to file this Agreement with the Clerk of the Circuit Court o:l' Pinellas County, Florida, as provided in Section 163.01(11), Florida Statutes. 7.12 Effective Date. This Agreement shall become effective immediately upon filin��; with the Clerk of the Circuit Court of Pinellas County, Florida, as provided in Sectioin 163.01(11), Florida Statutes. 7.13 Maintenance of Records. The parties will keep adequate records and supportin�; documentation applicable to this contractual matter in accordance with the terms and condition:; of the Cooperative Agreement. Agency shall provide all reports necessary for the City to mee� its reporting requirements with the TBIC, as determined by the City. In addition, the Agenc;,� shall maintain and submit any and all reports in compliance with local, State and Federal law. 7.14 Com�liance with Applicable Law. The parties hereto agree to comply witli requirements of all applicable Federal, State and local law, rules and regulations promulgatecl thereunder. IN WITNESS WHEREOF, the parties hereto, by and through the undersigned, hav�; entered into this Interlocal Agreement as of the day and year first above written. Countersigned: COMMUNTTY REDEVELOPMENT AGENC �.' OF THE CITY OF CLEARWATER, FLORIDA ��. r - B : � �.��� t � ��'�C��S y Rod Irwin Executive Director Approve as to form: �L Pamela K. Akin City Attorney Attest: George N. Cretekos Chairperson � � �.Q. Rosemarie Call City Clerk 11 � � �- .��, �� s� ,� � �«�...w�"�• P � ► � �OR�a`�,o Countersigned: -c�QUr�� � �G� (�S George N. Cretekos Mayor Ap roved s to form: L Pamela . Akin City Attorney CITY OF CLEARWATER, FLORIDA By: ' �, ,�.t.+�.�,.,� ��. . _ William B. Horne II City Manager 12