Contract 2025-028ALIVE WELL FOUNDATION OF SOUTH LAKE, INC.
Grant Agreement Terms and Conditions
This Agreement is between Grantor, Live Well Foundation Of South Lake, Inc.
("LWFSL"), a not -for -profit corporation and Grantee, The City of Clermont ("Clermont"
or "Grantee"), A Florida Municipal Corporation, recognized as exempt from income tax as
a political subdivision of the State of Florida and charitable contributions to such political
subdivision are tax-deductible under section 170(c)(1) of the Internal Revenue Code. The
Grant, including any interest earned thereon, may be used only for the purpose(s) stated in
this Agreement. The effective date of this Agreement is the date the final party executes
the Agreement ("Effective Date"), and it shall terminate on the date in which the
Comprehensive Final Report is Approved by LWFSL ("Termination Date").
IN CONSIDERATION of the foregoing and the mutual promises and covenants
contained in this Agreement, Grantor and Grantee agree as follows:
Puraose. The purpose of this Grant is to provide the Grantee with funds to enable
it to carry out the project "Meet Us in the Middle Plaza" as detailed in, and pursuant
to the budgets included in, the attached Exhibit A, less and except the 8a' Street
Dock (the "Project"). This Grant however, is limited to the buildout of green space
and the tiered outdoor space (quasi -amphitheater) portions of the Project only.
("Eligible Expenditures")
2. Grant. LWFSL agrees to provide CLERMONT with funds in an amount not to
exceed One Million Dollars ($1,000,000.), to be paid upon satisfaction of all
conditions precedent and to be used only in connection with the Project for Eligible
Expenses.
3. Disbursement of Grant for Clermont Meet Us in the Middle Plaza
a. LWFSL shall make 3 disbursements to CLERMONT contingent upon
executing this Agreement AND receiving full approval and funding from
Clermont for the Project and otherwise satisfying all conditions precedent
in this agreement.
b. The first disbursement in the amount of $400,000 shall be made within 30
days of receipt by LWFSL of written confirmation of City Council approval
and agreement to fund the Project.
c. The second disbursement in the amount of $300,000 shall be made within
30 days of receipt of written confirmation that construction has begun on
the green spaces and tiered outdoor space (quasi -amphitheater) Eligible
Expenditures.
d. The third and final disbursement of up to $300,000 for Eligible
Expenditures shall be made within 30 days upon completion of the grant
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portion of the project together with the satisfaction of the Comprehensive
Final Report and Meeting.
4. Conditions of Funding. As a material inducement into entering this Agreement
and providing Grant Funds, in additional to all other conditions required by this
Agreement, CLERMONT agrees:
a. to grant to LWFSL the naming rights to the spaces provided by Grant Funds;
b. provide LWFSL with City Council approval and evidence of funding for
the entire Project known as "Meet Us in the Middle Plaza". LWFSL
understands that the 8t' Street Dock is a separate project and approval and
funding for the 8t' Street Dock is not a condition precedent to this Grant.
c. These conditions are material to this Agreement and if not satisfied, this
Agreement shall be terminated.
5. Reports. CLERMONT shall submit to LWFSL the following reports:
Quarterly Grant Reports and Meeting. CLERMONT shall submit to
LWFSL a Quarterly Grant Report, via the Grant Portal located at
www.LWFSL.org. Upon request, CLERMONT shall also meet with
representatives of the LWFSL at a time and place to be designated by
LWFSL, to assess CLERMONT's performance under this agreement.
b. Comprehensive Final Report and Meeting. No later than thirty (30) days
following the Final Quarterly Report, CLERMONT shall submit to
www.LWFSL.ore a comprehensive final status report which shall detail all
progress made towards completing the Project as set forth in Exhibit A (the
"Comprehensive Final Report"). Upon request, CLERMONT shall meet
with representatives of LWFSL at a time and place mutually agreed on by
CLERMONT and LWFSL, to assess CLERMONT's performance under
this agreement.
c. CLERMONT shall also submit such other reports or information reasonably
related to expenditure of the Grant funds and Project(s) as LWFSL may
from time to time require.
6. Expenditure of Grant Funds. Any portion of the payments made under this
Agreement not expended at the completion of the term must be returned to LWFSL
with a Comprehensive Final Report. CLERMONT shall expend Grant funds only
for the Project Eligible Expenses.
7. Inspection of Records. CLERMONT shall allow any duly authorized
representative of LWFSL to inspect and audit, at reasonable times and upon
reasonable notice, all records and documents of the CLERMONT relating to this
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Grant, which records shall be retained by CLERMONT for at least five (5) years
after the Termination Date.
8. Fair Practices Certification. CLERMONT certifies that it prohibits, and
covenants that it shall continue to prohibit, discrimination on the basis of (i)
political or religious opinion or affiliation, or marital status, race, color, creed, or
national origin; or (ii) sex or age, except when age or sex constitutes a bona fide
occupational qualification; or (iii) the physical or mental disability of a qualified
individual with a disability.
9. Amendment. This Agreement, or any part, may be amended from time to time
only in writing executed by the parties.
10. Default. A default shall consist of any breach of any CLERMONT's covenants,
agreements, warranties or certifications in this Agreement, which breach is not
cured within fifteen calendar days from the date of written notice of the breach from
LWFSL. If a default cannot be cured within fifteen calendar days CLERMONT
will not be considered in default provided CLERMONT acts expeditiously and in
good faith towards curing the default.
11. Remedies Upon Default.
(a) Upon the occurrence of any default as described in paragraph 10, LWFSL shall
have the right to terminate this Agreement by written notice to CLERMONT.
In the event of termination, CLERMONT shall be obligated to repay to LWFSL
within thirty (30) days of receipt of written notice of default, all Grant Funds
which have been disbursed to CLERMONT, and CLERMONT shall have no
right to receive any undisbursed Grant Funds.
(b) In addition to the rights and remedies contained in this Agreement, LWFSL
may at any time proceed to protect and enforce all rights available to LWFSL
by suit in equity, action at law, or by any other appropriate proceedings, which
rights and remedies shall survive the termination of this Agreement.
12. Proiect Descriptions. The attached Grant Application (Exhibit A) describe the
project funded under this Grant, including the activities, deliverables, time frame,
budget, and payment schedule. Together, these Terms and Conditions and the
Project Description shall constitute the Agreement.
13. Reports. All narrative and financial reports must contain the grant ID number
CLERMONT 2025 and be submitted electronically to www.LWFSL.ore.
14.Intellectual Property. Work product consists of the deliverables and other
materials, including drafts thereof, prepared by Grantee to carry out the project
funded under this Agreement (Work Product). Grantee represents and warrants to
LWFSL that the Work Product is the original Work Product of Grantee or of
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subcontractors or subgrantees, if any, and that it does not infringe any third parry's
intellectual property rights. Grantee hereby grants to LWFSL, and agrees to obtain
from any subcontractors or subgrantees, a nonexclusive, irrevocable, perpetual,
worldwide, royalty -free, transferable, and sublicensable license for noncommercial
purposes to use, display, perform, reproduce, publish, copy, archive, excerpt,
distribute, create derivative works from, and otherwise disseminate, in whole or in
part, any or all of the Work Product. This Section shall survive the termination of
this Agreement.
15. Publicity. Prior to public release, all materials acknowledging LWFSL's support
that are produced by the Grantee will be approved by LWFSL to ensure accuracy
and consistency of message, including in public statements, reports, and other print
and online publications. Grantee does not serve as a spokesperson for LWFSL in
the media. Any public materials developed by the Grantee that reference or quote
LWFSL also will be reviewed by and coordinated with LWFSL. This process will
be facilitated by designated LWFSL communications staff. LWFSL shall conduct
such review within 20 days or such public materials will be deemed approved.
16. No Campaign Intervention or Lobbying. No payments under this Agreement
may be used (i) to participate or intervene in (including the publishing or
distribution of statements) any political campaign on behalf of (or in opposition to)
any candidate for public office or (ii) to carry on any lobbying activities within the
meaning of Section 501(c)(3) of the Code and the regulations thereunder and/or as
defined under the federal Lobbying Disclosure Act ("LDA"). Grantee represents
that it is not established, financed, maintained, or controlled by a "covered official"
under the LDA.
17. Replacement of Personnel. Grantee's project staff and key personnel for this grant
are important to the success of this project. The Grantee agrees to provide LWFSL
with written notification two weeks before replacing such project staff and/or key
personnel, provided, however, that where immediate termination is clearly
necessary to protect the interests of the project, the Grantee need only provide
LWFSL with such notice both as soon as possible and before selecting a
replacement.
18. Subcontractors and Subgrantees. Grantee agrees that, if it engages
subcontractors or subgrantees (Subcontractor) to help carry out the project funded
by this Grant, it shall use its best efforts to ensure that such Subcontractors are
bound by this Agreement. At a minimum, Grantee shall notify Subcontractor in
writing of the following requirements: (a) Subcontractor is prohibited from using
names, logos, or other marks owned by or associated with LWFSL for any purpose
without LWFSL's prior written consent; (b) if applicable, Subcontractor shall grant
LWFSL a license to any Work Product it creates (as set forth in "Intellectual
Property" above); (c) Subcontractor shall comply with all applicable laws in the
performance of the work related to this Grant; (d) Subcontractor shall comply with
LWFSL's "No Campaign Intervention or Lobbying" clause; and (e) Subcontractor
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shall not disclose or use information about LWFSL for purposes other than
performing the work related to this Grant.
19. Compliance with Laws. Grantee agrees that it and any agents shall comply with
all applicable federal, state, and local laws, regulations, and rules pertaining to this
grant and, upon request, shall provide LWFSL with documentation of such
compliance.
20. Grantee Status. Grantee represents that it is tax-exempt under federal law.
21. Evaluation. All activities conducted hereunder are subject to LWFSL's review and
acceptance to confirm that funds are being spent in accordance with this Agreement
and ยง 501(c)(3) of the Code. At its own expense, LWFSL may monitor and conduct
an evaluation of operations under this Agreement.
22. Grantee's Records. Grantee will keep systematic records of all expenditures
relating to this Grant. These records, including bills, invoices, canceled checks, and
receipts, will be retained by Grantee for five years after the Termination Date and
will be available for LWFSL's inspection during that period. LWFSL may, at its
own expense, examine or audit Grantee's records related to activities supported by
this Grant.
23. Independent Parties. Grantee and its employees, agents, and representatives are
independent parties and are not LWFSL employees or agents.
24. Indemnification. Grantee shall indemnify, defend, and hold harmless LWFSL and
its officers, directors, employees, agents, affiliates, and contractors from and
against any and all claims, liabilities, damages, losses, expenses, demands, suits,
and judgments, including without limitation reasonable attorneys' fees and costs,
arising from or relating to (a) Grantee's performance of this Agreement or breach
thereof or (b) the intentional misconduct or negligent acts or omissions of Grantee,
its employees, agents, contractors, or consultants in connection with the
performance of its obligations under this Agreement. However, nothing in this
paragraph or any other provisions shall be construed as a waiver of the notice
requirements, defenses, immunities, and limitations the Grantee has under the
provisions of or pursuant to s. 728.28, Florida Statutes. This provision shall survive
the termination of this Agreement
25. Governing Law. The state and federal courts in Lake County, Florida, will have
exclusive jurisdiction over any and all disputes arising out of, or in any way related
to, this Agreement, and Grantee shall submit to the personal jurisdiction of those
courts. The laws of the State of Florida shall apply to any such disputes without
regard to any conflict of law principles.
26. Termination and Postponement.
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a. LWFSL may, in its sole discretion, terminate, postpone, or cancel any or all
Grant payments if (1) Grantee fails to complete and/or make satisfactory
progress toward the Grant's purpose(s) or submit timely reports; (2) Grantee's
application or any required report is inaccurate in any material respect; or (3)
Grantee substantially fails to perform any of its duties required by the terms of
this Agreement.
b. LWFSL may, in its sole discretion postpone grant payments if Grantee has a
substantial unexpended balance of Grant funds on hand.
c. Grantee agrees to give immediate written notice to LWFSL and, upon
LWSFL's demand, repay all portions of the Agreement funds paid by LWFSL
that are within Grantee's control, and LWFSL may terminate this Agreement
immediately, including all unpaid amounts, if Grantee ceases to be exempt from
federal income tax for any reason or Grantee violates any applicable laws.
d. All notices under this Section shall be in writing and shall be delivered
personally or by confirmed electronic mail, a recognized overnight courier
service, or United States mail, first-class, certified or registered, postage
prepaid, return receipt requested, to the other party at its address set forth below
or to such other address as such party may designate by notice given pursuant
to this section:
If to Grantee: The Honorable Mayor Tim Murry
Mayor for the City of Clermont
TMugy(@clermontfl.org
352-241-7358
685 West Montrose Street
Clermont, FL 34711
If to LWFSL: Donna Kirtland
Executive Director
1935 Don Wickham Drive
Clermont, FL 34711
donna.kirtland(aglwfsl.org
With a copy to: Phillip S. Smith
26736 US Highway 27, Suite 202
Leesburg, FL 34748
352-787-1241
PhilS@McLinBumsed.com
27. Assignment. Grantee will directly administer the project or program being
supported by this Agreement. Notwithstanding any provision in this Agreement to
the contrary, LWFSL may, upon giving notice to Grantee, assign all or any part of
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its right, title, and interest in this Agreement. Grantee may not assign this
Agreement, in whole or in part, without LWFSL's prior written consent.
28. No Third -Party Benefit. The provisions of this Agreement are for the sole benefit
of the parties hereto and confer no rights, benefits, or claims upon any person or
entity not a party hereto.
29. Complete Agreement. This Agreement, including all attachments (which are
incorporated by reference herein), is the parties' final and binding expression of
their agreement and the complete and exclusive statement of its terms. This
Agreement cancels, supersedes, and revokes all prior negotiations, representations,
and agreements between the parties, whether oral or written, relating to the subject
matter of this Agreement. No change to this Agreement will be effective unless
signed by both parties.
30. Severability; No Waiver. If any provision of this Agreement is held to be invalid
or unenforceable for any reason, the remaining provisions will continue in full force
without being impaired or invalidated in any way. The parties agree to replace any
invalid provision with a valid provision that most closely approximates the intent
and economic effect of the invalid provision. The waiver by either party of a breach
of any provision of this Agreement will not operate or be interpreted as a waiver of
any other or subsequent breach.
31. Grantee's Authority. Grantee represents and warrants that (a) it has the corporate,
statutory, or other power and authority to enter into this Agreement and to perform
its obligations hereunder; (b) the person who executes this Agreement on its behalf
has the necessary authority to bind Grantee; and (c) neither the execution and
delivery of this Agreement nor the performance of its obligations hereunder will
constitute a violation of, a default under, or conflict with any term of any
governance documents or other agreements to which it is bound.
32. Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and all of which shall be taken together and
deemed to be one instrument. Faxed and PDF counterpart signatures are sufficient
to make this Agreement effective.
00636189 - 1 CITY OF CLERMONT Page 7 of 8
For: LIVE WELL FOUNDATION OF SOUTH LAKE, INC.
By:
Mr. Rodney Drawdy
Board Chairman
Date:
For: CITY OF CLERMONT
By:
Mr. Tim Murry
Mayor for the City of Cle.
Date:
00636189 - 1 CITY OF CLERMONT Page 8 of 8
For: LIVE WELL FOUNDATION OF SOUTH LAKE, INC.
By:
Mr. Rodney Drawdy
Board Chairman
Date:z/
For: CITY OF CLERMONT
By: -----
Mr. Tim Murry
Mayor for the City of Clermo t
Date:
19)636189 - 1 CITY OF CLERMONT Page 8 0/'8
