MEMBERSHIP CONTRIBUTION AGREEMENT HAINES CITY-NORTHEAST POLK COUNTY REGIONAL CHAMBER OF COMMERCE, INC.

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1 MEMBERSHIP CONTRIBUTION AGREEMENT HAINES CITY-NORTHEAST POLK COUNTY REGIONAL CHAMBER OF COMMERCE, INC. THIS MEMBERSHIP CONTRIBUTION AGREEMENT made this day of, 2014, by and between the CITY OF HAINES CITY, FLORIDA, a Florida municipal corporation, hereinafter referred to as City, and the HAINES CITY-NORTHEAST POLK COUNTY REGIONAL CHAMBER OF COMMERCE, INC., a Florida not-for-profit corporation, hereinafter referred to as Recipient. RECITALS 1. The City acknowledges that the procedures for the donation of municipal funds to a community organization requires the City s finding that such funds will be expended to fulfill a public purpose and may require periodic auditing to ensure that such funds will be used only for a municipal purpose. 2. The City has determined that the City s participation in the following events and activities sponsored by the Recipient constitute municipal purposes: a) Annual Awards Gala presenting sponsor, includes preferred table of eight (8) and recognition of event invitation and program, Chamber s monthly newsletter and online. b) Platinum Golf Tournament Sponsorship includes 1 Corporate Eagle Team of four (4), name on banner, hyper-linked logo with sponsorship recognition on front page of Chamber website for 1 year, recognition in printed promotional material and at event, 4 hole signs. c) $1,0002,000 credit toward a Gubernatorial Level Pig Roast & Political Rally Sponsorship includes eight (8) event and VIP Reception tickets, banner at event, and promoted on all event material and programs. d) Business Luncheon Sponsor (month of choice), recognition in Ledger Media Group Publications and in the weekly e-newsletter, the Link announcements, six (6) event tickets, event display space, promotional information on tables, and brief company commercial at luncheon. e) Six (6) tickets to each Chamber business lunch meeting. f) Annual half page company update: in Ledger Media Group Publication of your choice (Timeout, Polk Voice, or the News Chief) and two (2) months in the Business Spotlight page of the Chamber s website. g) Chairman s Circle recognition in each Ledger Media Group Publication, once a month in Timeout, Polk Voice, or the News Chief weekly e- newsletter and on the website. Page 1 of 10

2 h) Primary Sponsor of the Chamber s Website includes a front page logo link the City s website, viewed by more than 500,000 online visitors annually. i) Six (6) exclusive blasts per month to promote City events and activities, ed to over 1,000 members & contact. j) Provide Annual Membership for the City of Haines City in the Haines City Northeast Polk County Regional Chamber of Commerce. k) Four (4) pages of City information in Chamber s Business Directory and Newcomers Guide distributed through outlets at the Chamber, Outpost 27, area restaurants, hotels and other retail establishments. l) $1,500 toward sponsorship in the Chamber s Youth Leadership Program, which includes a link to the City s website on the front page and leadership page of the Chamber s website, along with recognition of sponsorship. 3. The City and Recipient acknowledge that federal, state and local laws and regulations may apply to Recipient in regards to its performance of this Membership Contribution Agreement, non-profit status under the Internal Revenue Code, corporate records and meeting requirements, public records and open meetings requirements, lobbying efforts, occupational licenses and business operations. 4. Recipient desires to perform and sponsor the following events and activities to encourage, support and promote the City of Haines City, Florida: a) Annual Awards Gala presenting sponsor, includes preferred table of eight (8) and recognition of event invitation and program, Chamber s monthly newsletter and online. b) Platinum Golf Tournament Sponsorship includes 1 Corporate Eagle Team of four (4), name on banner, hyper-linked logo with sponsorship recognition on front page of Chamber website for 1 year, recognition in printed promotional material and at event, 4 hole signs. c) $12,000 credit toward a Gubernatorial Level Pig Roast & Political Rally Sponsorship includes eight (8) event and VIP Reception tickets, banner at event, and promoted on all event material and programs. d) Business Luncheon Sponsor (month of choice), recognition in Ledger Media Group Publications andin the weekly e-newsletter, the Link announcements, six (6) event tickets, event display space, promotional information on tables, and brief company commercial at luncheon. e) Six (6) tickets to each Chamber business lunch meeting. f) Annual half page company update: in Ledger Media Group Publication of your choice (Timeout, Polk Voice, or the News Chief) and two (2) months in the Business Spotlight page of the Chamber s website. Page 2 of 10

3 g) Chairman s Circle recognition in each Ledger Media Group Publication, once a month in Timeout, Polk Voice, or the News Chief weekly e- newsletter and on the website. h) Primary Sponsor of the Chamber s Website includes a front page logo link the City s website, viewed by more than 500,000 online visitors annually. i) Six (6) exclusive blasts per month to promote City events and activities, ed to over 1,000 members & contact. j) Provide Annual Membership for the City of Haines City in the Haines City Northeast Polk County Regional Chamber of Commerce. k) Four (4) pages of City information in Chamber s Business Directory and Newcomers Guide distributed through outlets at the Chamber, Outpost 27, area restaurants, hotels and other retail establishments. l) $1,500 toward sponsorship in the Chamber s Youth Leadership Program, which includes a link to the City s website on the front page and leadership page of the Chamber s website, along with recognition of sponsorship. 5. Recipient agrees to perform these activities under the terms and conditions set forth in this Membership Contribution Agreement. In consideration of the mutual provisions set forth herein, it is agreed by and between the parties as follows: ARTICLE ONE NATURE OF WORK Recipient will attempt to perform and sponsor the following events and activities to encourage, support and promote the City of Haines City, Florida: 1. Annual Awards Gala presenting sponsor, includes preferred table of eight (8) and recognition of event invitation and program, Chamber s monthly newsletter and online. 2. Platinum Golf Tournament Sponsorship includes 1 Corporate Eagle Team of four (4), name on banner, hyper-linked logo with sponsorship recognition on front page of Chamber website for 1 year, recognition in printed promotional material and at event, 4 hole signs. 3. $12,000 credit toward a Gubernatorial Level Pig Roast & Political Rally Sponsorship includes eight (8) event and VIP Reception tickets, banner at event, and promoted on all event material and programs. Page 3 of 10

4 4. Business Luncheon Sponsor (month of choice), recognition in Ledger Media Group Publications and in the weekly e-newsletter, the Link announcements, six (6) event tickets, event display space, promotional information on tables, and brief company commercial at luncheon. 5. Six (6) tickets to each Chamber business lunch meeting. 6. Annual half page company update: in Ledger Media Group Publication of your choice (Timeout, Polk Voice, or the News Chief) and two (2) months in the Business Spotlight page of the Chamber s website. 7. Chairman s Circle recognition in each Ledger Media Group Publication, once a month in Timeout, Polk Voice, or the News Chief weekly e-newsletter and on the website. 8. Primary Sponsor of the Chamber s Website includes a front page logo link the City s website, viewed by more than 500,000 online visitors annually. 9. Six (6) exclusive blasts per month to promote City events and activities, ed to over 1,000 members & contact. 10. Provide Annual Membership for the City of Haines City in the Haines City Northeast Polk County Regional Chamber of Commerce. 11. Four (4) pages of City information in Chamber s Business Directory and Newcomers Guide distributed through outlets at the Chamber, Outpost 27, area restaurants, hotels and other retail establishments. 12. $1,500 toward sponsorship in the Chamber s Youth Leadership Program, which includes a link to the City s website on the front page and leadership page of the Chamber s website, along with recognition of sponsorship. ARTICLE TWO PLACE OF WORK It is understood that Recipient s services will be rendered largely at the Haines City-Northeast Polk County Regional Chamber of Commerce located at U.S. Highway 27, Haines City, Florida; but that Recipient will, on request, come to City Hall or such place as reasonably designated by the City to meet with the City s representative. ARTICLE THREE TIME DEVOTED TO WORK In performance of the services and the hours Recipient is to work on any given day will be entirely within Recipient s control and the City will rely upon Recipient to Page 4 of 10

5 put in such number of hours as is reasonably necessary to fulfill the spirit and purpose of this Membership Contribution Agreement. ARTICLE FOUR PAYMENT The City will pay Recipient municipal funds in the total sum of Ten Thousand Dollars ($10,000) payable in two (2) equal payments of Five Thousand Dollars ($10,000.00) subsequent to the execution of this Membership Contribution Agreement. Prior to any payment to be made hereunder, Recipient shall submit invoices so that the City may determine whether or not costs are eligible for reimbursement under this Membership Contribution Agreement. ARTICLE FIVE DURATION The parties herein contemplate that this Membership Contribution Agreement will run from October 1, 2014, to September 30, Either party may terminate this Membership Contribution Agreement by providing the other with ninety (90) days written notice of termination. The funds provided to Recipient under this Membership Contribution Agreement are not refundable to City except as to any portion of said funding that was not expended by Recipient in compliance with Paragraph 1 of this Membership Contribution Agreement, said Paragraph 1 having required that the funds be expended to fulfill a municipal purpose. Any request by City for a return of any such funding must be made by City within ninety (90) days after the first annual anniversary of that funding. ARTICLE SIX STATUS OF CHAMBER This Membership Contribution Agreement calls for the performance of the activities of the Recipient as an independent contractor, and Recipient will not be considered an employee of the City for any purpose. Prior to the City providing the funds contemplated by this Agreement, the Recipient shall provide the City with written confirmation that the Recipient currently is a tax exempt nonprofit organization in accordance with the Internal Revenue Code of 1986, as amended. Page 5 of 10

6 ARTICLE SEVEN NON-DISCRIMINATION Recipient will not discriminate against any employee employed in the performance of this Membership Contribution Agreement, or against any applicant for employment because of race, color, religion, sex, national origin, age, handicap, or marital status. ARTICLE EIGHT AVAILABILITY OF FUNDS The City s performance and obligation to pay municipal funds under this Membership Contribution Agreement are contingent upon City s annual budget allocations. ARTICLE NINE PUBLIC ENTITY CRIME Recipient affirms that at no time has Recipient, its Board or, to the best of its knowledge, any of its affiliates, been convicted of a Public Entity Crime pursuant to Section (2)(a), Florida Statutes, and Recipient recognizes that such a conviction during the term of this Membership Contribution Agreement may result in the termination of this Membership Contribution Agreement. ARTICLE TEN UNAUTHORIZED ALIENS The City will consider the employment of unauthorized aliens by Recipient a violation of Section 274A [8 U.S.C. 1324a] of the Immigration and Nationality Act. Such violation shall be cause for unilateral cancellation of the Membership Contribution Agreement without further notice. ARTICLE ELEVEN COMPLIANCE WITH APPLICABLE LAW Recipient agrees that all acts to be performed by it in connection with this Membership Contribution Agreement shall be performed in strict conformity with all applicable federal, state and local laws and regulations, if any. Recipient shall obtain independent legal advice as needed to ensure its compliance with such applicable laws and regulations, if any. Page 6 of 10

7 The City agrees that all acts to be performed by it in connection with this Membership Contribution Agreement shall be performed in strict conformity with all applicable federal, state and local laws and regulations, if any. The City shall obtain independent legal advice as needed to ensure its compliance with such applicable laws and regulations, if any. ARTICLE TWELVE AUDITS Pursuant to Section , Florida Statutes, the City shall have the right to conduct quarterly performance audits of Recipient s records, at the discretion of the City, at such place and time as may be reasonably convenient to Recipient, concerning the application of municipal funds to ensure that such municipal funds are used only for the municipal purpose specified in this Membership Contribution Agreement and shall provide a report at the City s request in such detail as required to meet audit needs of the City. The performance audit will be paid for by the City. The City understands that the municipal funds will be deposited in a general checking and/or savings account of Recipient pending use. ARTICLE THIRTEEN CONTRACTS, SUBCONTRACTS AND FINANCIAL OBLIGATIONS Recipient shall be responsible for all work performed and expenses incurred by Recipient. It is understood by Recipient that the City will not be liable to any vendor, subcontractor or third party for any expenses or liabilities incurred under contracts, subcontracts, or financial obligations entered into by Recipient. ARTICLE FOURTEEN LIABILITY AND INDEMNIFICATION The City does not assume any liability for the acts, omission to act, or negligence of the Recipient, its Board, agents, servants, or employees; nor will Recipient exclude liability for its own acts, omissions to act, or negligence to the City. In addition, Recipient agrees to be responsible for any injury or property damage resulting from any activities conducted by the Recipient. To the extent permitted by law, the Recipient agrees to indemnify and hold the City harmless from and against any and all claims or demands for damages resulting from personal injury, including death or damage to property, arising out of any activities performed under this Membership Contribution Agreement and will investigate all claims at its own expense. However, the City does not waive any defense of sovereign immunity or increase the limits of its liability upon entering into this Membership Contribution Agreement relationship. Page 7 of 10

8 ARTICLE FIFTEEN MISCELLANEOUS 1. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified mail, postage prepaid, to the parties at their respective places of business. 2. Binding Effect. This Membership Contribution Agreement shall inure to the benefit of and shall be binding upon the City and Recipient and their respective successors and assigns. 3. Severability. In the event any provision of this Membership Contribution Agreement shall be held invalid or unenforceable by a court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 4. Amendments. The terms of this Membership Contribution Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever except by written instrument signed by both parties; nor shall any such amendment that affects the rights of an assignee be effective without such assignee s consent. 5. Execution of Counterparts. This Membership Contribution Agreement may be executed in two counterparts, each of which shall be an original and both of which shall constitute but one and the same instrument. 6. Applicable Law and Venue. This Membership Contribution Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The venue of any legal action to enforce or interpret this Membership Contribution Agreement shall be in Polk County, Florida. 7. Captions. The captions or headings of this Membership Contribution Agreement are for convenience only and do not define, limit or describe the scope or intent of any provisions or sections of this Membership Contribution Agreement. 8. Entire Membership Contribution Agreement. This Membership Contribution Agreement constitutes the entire Membership Contribution Agreement between City and Recipient. No waiver consent, modification or change in terms of this Membership Contribution Agreement shall bind either party unless in writing signed by both parties, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. There are no understandings, agreements, representations or warranties, expressed or implied, not specified herein, regarding this Membership Contribution Agreement. Any terms and conditions of any purpose order or other document in connection with this Membership Contribution Agreement which are in addition to or inconsistent with the terms and conditions of this Page 8 of 10

9 Membership Contribution Agreement will not be binding on City and will not apply to this Membership Contribution Agreement. City and Recipient, by the signatures below of their authorized representatives, acknowledge that they have read this Membership Contribution Agreement, understand it, and agree to be bound by its terms and conditions. 9. Pre-suit Mediation. Disputes arising under this Agreement must first be mediated by a Florida Supreme Court-certified Civil Mediator in accordance with Chapter 44, Florida Statutes. The parties agree that the mediation shall occur within thirty (30) days of the date mediation is requested by either party. The Mediator shall be agreed upon, but if the parties are unwilling or unable to agree, the parties agree that a Civil Mediator from Central Florida Mediation Group, LLC shall be selected by striking names from the mediators in that Group. The parties agree to mediate in good faith, be bound by the Mediation Agreement (if any), pay Mediator fees promptly and share them on an equal basis unless otherwise agreed upon by the parties. Litigation may not be commenced until after mediation has been (i) declared an impasse by the Mediator, or (ii) terminated in writing by one or both of the parties. The confidentiality provisions of the Mediation Confidentiality and Privilege Act (Section , Florida Statutes) shall apply to any such pre-suit mediation. Page 9 of 10

10 IN WITNESS WHEREOF, the parties have executed this Membership Contribution Agreement at Haines City, Florida, this day and year first above written. Witnesses: Print Name: HAINES CITY-NORTHEAST POLK COUNTY REGIONAL CHAMBER OF COMMERCE, INC., A Florida Not-for-Profit Corporation Print Name: By: Linda Pilkington, Chairman Board of Directors CITY OF HAINES CITY, FLORIDA, a Municipal Corporation ATTEST: By: Linda Bourgeois, City Clerk H.L. Roy Tyler, Mayor-Commissioner APPROVED AS TO FORM AND CORRECTNESS: Fred Reilly, City Attorney Page 10 of 10