R12-080 ,
1 RESOLUTION NO. R12 -080
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4 A RESOLUTION OF THE CITY COMMISSION OF
5 THE CITY OF BOYNTON BEACH, FLORIDA,
6 AUTHORIZING THE MAYOR AND CITY CLERK
7 TO EXECUTE A CONFIDENTIALITY AND HOLD
8 HARMLESS AGREEMENT WITH "PROJECT
9 CAST "; AND PROVIDING AN EFFECTIVE DATE.
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1 WHEREAS, pursuant to Section 288.075, Florida Statutes, certain records of a
1b private corporation, partnership or person held by an Economic Development Agency are
14 considered confidential and exempt from Section 119.01(1), Florida Statutes, and Article I,
10 Section 24 (a), Florida Constitution; and
1 0! WHEREAS, "Project Cast ", working with the Business Development Board and the
1 City, has requested that the City hold documents of a sensitive nature to the business's
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1 successful launch, as confidential documents under Section 288.075, Florida Statute; and
1 WHEREAS, staff is requesting authorization for the Mayor and City Clerk to
2 �, execute a Confidentiality and Hold Harmless Agreement with "Project Cast "; and
2)1 WHEREAS, upon recommendation of staff, the City Commission has determined
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2 that it is in the best interests of the residents of the City to authorize the Mayor and City
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2 1 Clerk to execute a Confidentiality and Hold Harmless Agreement with "Project Cast ".
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24 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
26 � THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
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20 S Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
27 1 being true and correct and are hereby made a specific part of this Resolution upon adoption
29 1 1 , I
91 ; hereof.
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1 Section 2. The City Commission hereby authorizes the Mayor and City Clerk to
2 execute a Confidentiality Agreement with "Project Cast ", a copy of which Confidentiality
3 and Hold Harmless Agreement is attached hereto as Exhibit "A ".
4 Section 3. This Resolution shall become effective immediately upon passage.
PASSED AND ADOPTED this 21 day of August, 2012.
7 CITY OF BOYNTON BEACH, FLORIDA
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1 1 Mayor - Woodrow L-Hay
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14 r ice Mayor - ack Mc! :
1 Commissioner -
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44 /Commissioner - S -ven Holman
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'ommissioner - Marlene Ross
2$ ATTEST:
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. At-a-LALL±D
12 J t M. Prainito, MMC
23 C ty Clerk
I it- M P6 Y.
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CONFIDENTIALITY AND HOLD HARMLESS AGREEMENT
THIS AGREEMENT is made and entered this 10th day of May, 2012 by and between
CITY OF BOYNTON BEACH, a municipal corporation organized and operating under
the laws of the State of Florida, with an address of 100 E. Boynton Beach Boulevard, Boynton
Beach, Florida 33435, hereinafter referred to as "CITY ",
and
WHEREAS, Section 288.075, Florida Statutes defines an Economic Development Agency as
the public economic development agency of a municipality, or any private agency person,
partnership, corporation or business entity when authorized a municipality to promote the general
business or industrial interests of the municipality; and
WHEREAS, the CITY designated Nancy Byrne, Development Director as the City -wide
Economic Development Coordinator and Vivian Brooks, Executive Director of the CRA as the
Economic Development Coordinator for any activities in the CRA area; and
WHEREAS, Section 288.075, Florida Statutes, makes certain records of a private
corporation, partnership, or person held by an Economic Development Agency confidential and
exempt from section 119.07(1), Florida Statutes, and Article I, section 24(a), Florida Constitution;
and
WHEREAS, on May 10, 2012, (date), PROPOSER submitted a written request to the CITY
requesting that information held by the CITY's Economic Development Agency concerning
PROPOSER's proprietary confidential business information as defined by section 288.075, Florida
Statutes, be held as confidential and exempt from section 119.07(1), Florida Statutes, and section
24(a), Art. I of the State Constitution. A copy of PROPOSER's written request is attached hereto;
and
WHEREAS, as a condition to treating such information provided by PROPOSER as
confidential and exempt from public records requests pursuant to section 119.07(1), Florida Statutes
and section 24(a), Art. 1 of the State Constitution, PROPOSER agrees to indemnify and hold
harmless the CITY from and against any and all damages, claims, demands, or cause of action of
whatsoever kind or nature arising from or in connection with the CITY's exemption of PROPOSER's
information from public records.
NOW THEREFORE, in consideration of $10.00, the receipt and sufficiency whereof is
hereby acknowledged, the undersigned does hereby agree as follows:
1. The above recitations are true and correct and incorporated herein by this reference.
2. Proprietary Confidential Business Information means information that is owned or controlled
by the corporation, partnership, or person requesting confidentiality under this section; that is
intended to be and is treated by the corporation, partnership, or person as private in that the
disclosure of the information would cause harm to the business operations of the corporation,
partnership, or person; that has not been disclosed unless disclosed pursuant to a statutory
provision, an order of a court or administrative body, or a private agreement providing that the
information may be released to the public; and that is information concerning:
1. Business plans.
2. Internal auditing controls and reports of internal auditors.
3. Reports of external auditors for privately held companies.
3. Designation of Confidential Information. PROPOSER agrees to notate each document
PROPOSER submits, which PROPOSER intends CITY to treat as confidential, with the words
"Confidentiality Requested" across the top of the document
4. Disclosure of Confidential Information. The CITY agrees to use its reasonable best efforts
keep confidential all Proprietary Confidential Business Information and will not, without the
prior written consent of PROPOSER, disclose to any third party, firm, corporation or entity,
including affiliates of the PROPOSER, such Proprietary Confidential Business Information
5. Required Disclosure. This Agreement does not apply to disclosure compelled by judicial or
administrative proceedings, or disclosure requested by any governmental agency after CITY
notifies PROPOSER of such compelled or requested disclosure.
6. Notice. In the event that documents submitted by PROPOSER are requested as part of a public
records request, CITY will notify PROPOSER promptly in writing so that PROPOSER may
participate in the response to the public records request.
7. Indemnification and Hold Harmless. PROPOSER shall indemnify, defend and hold harmless,
the CITY, its trustees, agents, officers and personnel from and against all claims, actions,
damages, liability, loss and expenses including attorney's fees and costs caused by or sustained
in connection with or arising from the CITY's maintenance of PROPOSER's Proprietary
Confidential Business Information as confidential and exempt from section 119.07(1), Florida
Statutes.
8. Binding. The terms of this Agreement shall be binding upon PROPOSER, its successors and
assigns and shall inure to the benefit and be available to the CITY, its successors and assigns.
9. Governing Law and Venue. This Amt shall be governed by the laws of the State of
Florida, and any action hereunder shall be had in the County of Pahn Beach, State of Florida
10. PROPOSER reps and acknowledges that it has had the opportunity to obtain independent
legal counsel before signing this docamot, and that it has been fully advised that this
instrument is legally binding.
11. I HAVE CAREFULLY READ THE FOREGOING AGREEMENT, KNOW THE CONTENTS
THEREOF AND HAVE SIGNED THIS AGREEMENT AS MY OWN FREE ACT.
IN WITNESS WHEREOF, THE PARTIES HAVE CAUSE THIS AGREEMENT TO BE
EXECUTED ON THE DAY AND YEAR FIRST ABOVE WRITTEN.
ATTEST: CITY OF BOYNTON BEACH, FLORIDA
By: By:
Janet M. Prainito, CMC
City Clerk
Approved as to Form and
Legal Sufficiency:
By:
Office of the City Attorney
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STATE OF FLORIDA )
) SS.
COUNTY OF PALM BEACH )
I HEREBY CERTIFY II 11 . to take : , - 4 : I nts,
. as // of
M r' : gyration, • q,� i y known � to be
' • �, ' 1. 1 • , �' n 1 • • 11 • 1 . • • • • 4 • as identification, and
who executed the foregoing and acknowledged before me that (s)he executed the same. /�
WITNESS my hand and seal in the County and State aforesaid on this C1 fik day of filth/ ,41).g
2012. /
My Commission Expires: r te- a • 1 " i `e �� LONG
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T.. CAROLYN LONG sailtaiormtr A Nar D
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May 10, 2012
Ms. Nancy Byrne
Director of Development
The City of Boynton Beach
100 E Boynton Beach Blvd
Boynton Beach FL 33426
Dear Ms Byrne:
Per Section 288.075 of the Florida Statutes, I am requesting that you and your colleagues at The
City of Boynton Beach, will keep strictly confidential any and all documents, records, reports,
correspondence, conversations, applications, data and other sources of information shared with
the City of Boynton Beach concerning our company's business plans, interests or intentions to
evaluate, expand or relocate in Boynton Beach and Palm Beach County, Florida for a minimum
of two years.
Sincerel
Rick Scott h Hunting F Deutsch
GOVERNOR EXECUTIVE DIRECTOR
FLORIDA DEPARTMENT of
ECONOMIC OPPORTUNITY
August 13, 2012
Dear Mr.
A request has been made by officials of the City of Boynton Beach to determine the eligibility of
your company's project under the Qualified Target Industry (QTI) Tax Refund program. It was
further requested that inducement as required by §288.106, Florida Statutes, be preserved for the
project.
Enterprise Florida, Inc. (EFI) has conferred with the Department of Economic Opportunity's
Division of Strategic Business Development (DSBD) about this request and we agree to the
following:
1. The project is eligible for up to $160,000 in QTI tax refunds; and
2. Inducement is preserved.
This determination is based on DSBD's review of the project and the following:
1. The QTI award is vital t Company's decision to locate its specialty
clothing manufacturing project in the City of Boynton Beach, Florida;
2. The local community supports this project;
3. Company will create 40 net new -to- Florida jobs at an average wage of
$71,000 which is 158% of the average Palm Beach County wage and 175% of the
statewide average annual wage;
4. The company will invest $1.15 million in facility space and equipment.
While the project is eligible for refunds of up to $160,000, a final decision cannot be made until
DSBD receives a completed application which includes a local resolution and a thorough
evaluation has been completed. In the interim, actions taken by Company,
such as closing on real estate or hiring employees will not jeopardize the project's
eligibility. Any public announcements should be coordinated with and approved by EFI and
DSBD. This preservation of inducement will remain in effect for 60 days from the date of this
letter and will expire on October 12 2012.
Florida Department of Economic Opportunity The Caldwell Budding 107 E Madison Street Tallahassee FL 32399 -4120
866 FLA 2345 850 245 7105 850 921 3223 Fax
www FlondaJobs orq www twitter com/FLDEO www facebook com/FLDEO
August 13, 2012
Page 2
We look forward to continuing to work with you and Company to ensure the
success of this project. If you have any questions about this opinion or the QTI process, please
contact our Incentives Analyst, Maureen Smith at 850/717 -8978.
Sincerely,
)/t / li&
Molly Weller
Chief Analyst for Incentives Program
Division of Strategic Business Development
cc: Joel Gunter, Enterprise Florida, Inc.
Brian Cartland, Palm Beach County BDB
Florida Department of Economic Opportunity The Caldwell Building 107 E Madison Street Tallahassee FL 32399 -4120
866 FLA 2345 850 245 7105 850.921 3223 Fax
www FlondaJobs.orq www twitter com/FLDEO www facebook com /FLDEO