HomeMy WebLinkAbout1512 CRA Event Agmt-SJR Festival of Artsmi- 9
TRANSMITTAL MEMORANDUM
M»MnPANDLIM
To: City Clerk
RE: Request for Services
The item(s) noted below is /are attached and forwarded to your office for the following action(s):
❑
Development Order
❑
Mayor's signature
❑
Final Plat (original mylars)
❑
Recording
❑
Letter of Credit
❑
Rendering
❑
Maintenance Bond
Safe keeping (Vault)
❑
Ordinance
❑
Performance Bond
❑
Resolution
❑
CRA EVENT AGREEMENT-
SJR Festival of Arts
Once completed, please:
❑ Return original
❑ Return copy
Special Instructions:
Please retain for the official CRA file
Please advise if you have any questions regarding the above.
Thank you!
Nicholas Mcray, CRA D> rector S
From Date
\ \SVCH- Omnicast \USERS\mcrayn \Templates \City Clerk Transmittal Memo.doc
The St. Johns River Festival of the Arts, Inc In Historic Sanford,
Florida
SJR Festival of the Arts /CITY OF SANFORD
COMMUNITY REDEVELOPMENT AGENCY
FUNDING AGREEMENT
THis FUNDING AGREEMENT is made and entered into this ��day of May 2012 by
and between, the City of Sanford Community Redevelopment Agency, a dependent
special district of the City of Sanford operating within the State of Florida, whose
address is C/O Nicholas Mcray, Post Office Box 1788, Sanford, Florida 32771,
hereinafter referred to as the "CRA ", and The St. Johns River Festival of the Arts, Inc In
Historic Sanford, Florida, a non profit 501 c.3 corporation authorized to do business in
Florida, whose address is 118 S. Palmetto Ave. Sanford, FL 32771, hereinafter referred
to as "The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida Inc. ".
WI TNESSETH:
WHEREAS, the CRA desires to implement its role within City of Sanford City
government in accordance with the controlling provisions of Florida law; and
WHEREAS, the CRA desires to implement the budgetary decisions of City
Commission of the City of Sanford; and
WHEREAS, it is the desire of the CRA and The St. Johns River Festival of the
Arts, Inc In Historic Sanford, Florida, Inc. to encourage the development of a
revitalized tourist area in downtown Sanford
WHEREAS, The St. Johns River Festival of the Arts, Inc In Historic Sanford,
Florida, Inc. agrees to engage in certain activities that will enhance the City of
Sanford; and
The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida, Inc Event Grant Agmt • 1
WHEREAS, the CRA has concluded that the investment of public funds in the
The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida, Inc., at
their December 7, 2011 meeting in the amount set forth herein is in the public
interest and the City Commission of the City of Sanford has taken budgetary
action and concluded that the funding of the CRA for the purposes set forth
herein provides for and accomplishes a public purpose; and
Now, Therefore, in consideration of the terms, provisions and covenants
contained herein, the parties hereto do mutually agree as follows:
Section 1. RECITALS. The foregoing recitals are true and correct and form a
material part of this Agreement upon which the parties have relied.
Section 2. GENERAL PURPOSE. Subject to the terms and conditions hereinafter
set forth in this Agreement, the CRA shall provide funding to the The St. Johns
River Festival of the Arts, Inc In Historic Sanford, Florida, Inc. providing detailed
performance data on its activities and programs.
Section 3. GENERAL NATURE OF SERVICES TO BE PROVIDED. The St. Johns
River Festival of the Arts, Inc In Historic Sanford, Florida, Inc. shall accomplish
the implementation of the The St. Johns Festival of the Arts, within the City of
Sanford's downtown area by accomplishing the event, to the satisfaction of the
CRA and the City of Sanford.
Section 4. Funding BY THE CRA. The CRA shall provide funding to The St.
Johns River Festival of the Arts, Inc In Historic Sanford, Florida, Inc. in a one
time payment not to exceed SEVEN THOUSAND Dollars ($7,000) which
payment will be made to The St. Johns River Festival of the Arts, Inc In Historic
Sanford, Florida, Inc. on a reimbursement basis for The St. Johns River Festival
The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida, Inc Event Grant Agmt • 2
of the Arts, Inc In Historic Sanford, Florida, Inc. actual costs of producing the
event upon the The Saint Johns River Festival of the Arts, Inc providing invoices
and proofs of payment (which proof may not be cash receipts and may only be
checks written from the The St. Johns River Festival of the Arts, Inc In Historic
Sanford, Florida, Inc. account).
Section 5. TERM. The term of this Agreement shall be from December 7, 2011
through June 30,2012 (not withstanding the date of execution) with total funding
not exceeding SEVEN THOUSAND and No 100ths ($7,000.00).
Section 6. RECORDS, REPORTS AND AUDITS.
(a). The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida,
Inc. shall maintain books, records, documents, time and costs accounts and
other evidence directly related to its performance under this Agreement. All time
records and cost data shall be maintained in accordance with generally accepted
accounting principles. The St. Johns River Festival of the Arts, Inc In Historic
Sanford, Florida, Inc. shall maintain and allow access to the CRA and /or the City
of Sanford with regard to the records required under this Section for a period of
five (5) years after the completion of this Agreement and date of final payment for
said services, or date of termination of this Agreement. The CRA and /or the City
of Sanford may perform, or cause to have performed, an audit of the records of
The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida, Inc.
before or after final payment to support final payment hereunder. This audit shall
be performed at a time mutually agreeable to The St. Johns River Festival of the
Arts, Inc In Historic Sanford, Florida, Inc. and CRA and /or the City of Sanford
subsequent to the close of the final fiscal period in which the Agreement is
The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida, Inc Event Grant Agmt • 3
performed. In the event of any audit or inspection conducted reveals any
overpayment under the terms of this Agreement, The St. Johns River Festival of
the Arts, Inc In Historic Sanford, Florida, Inc. shall refund such overpayment to
the CRA within thirty (30) days of notice of the request for the refund. In the
event any audit or inspection conducted reveals any underpayment, appropriate
action will be taken.
(b). Any person duly authorized by the CRA and /or the City of Sanford shall
have full access to and the right to examine any of The St. Johns River Festival
of the Arts, Inc In Historic Sanford, Florida, Inc. records relating to the production
of said event.
(c). The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida,
Inc. shall provide to the CRA and the City of Sanford each IRS Form W -9
received or maintained by The St. Johns River Festival of the Arts, Inc In Historic
Sanford, Florida, Inc.
(d). The CRA and the City of Sanford shall have the right to unilaterally
terminate this Agreement if The St. Johns River Festival of the Arts, Inc In
Historic Sanford, Florida, Inc. refuses to allow public access to all documents,
papers, letters, or other materials subject to provisions of Chapter 119, Florida
Statutes, and other applicable law and made or received by The St. Johns River
Festival of the Arts, Inc In Historic Sanford, Florida, Inc. in conjunction with this
Agreement.
(f). The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida,
Inc. agrees to maintain its company status in the State of Florida throughout the
term of this Agreement. If The St. Johns River Festival of the Arts, Inc In Historic
The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida, Inc Event Grant Agmt • 4
Sanford, Florida, Inc. should, during the term of this Agreement, lose its Florida
Company status, this Agreement shall be automatically and immediately
terminated.
(g). The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida,
Inc. shall permit the CRA and /or the City of Sanford to monitor the services to be
provided hereunder. The St. Johns River Festival of the Arts, Inc In Historic
Sanford, Florida, Inc. shall, to assist monitoring of its program, provide the CRA
and /or the City of Sanford such other information as the CRA and /or the City of
Sanford may deem necessary.
Section 7. NON- EXPENDABLE PROPERTY. Any non - expendable personal
property acquired by The St. Johns River Festival of the Arts, Inc In Historic
Sanford, Florida, Inc. with CRA funds for the purpose of providing services stated
herein and approved by the CRA hereunder shall, at the termination of the
Agreement, be returned to the CRA.
Section 8. PROGRAM PUBLICITY. Any and all news releases, signs, or other
types of publicity pertaining to 2012 "Saint Johns River Festival of the Arts" shall
recognize the CRA and the City of Sanford as funding entities.
Section 9. DISCLAIMER OF THIRD PARTY BENEFICIARIES. This Agreement is
solely for the benefit of the formal parties herein, and no right or cause of action
shall accrue upon or by reason hereon, to or for the benefit of any third party not
a formal party hereto.
Section 10. LIABILITY. To the fullest extent permitted by law, The St. Johns
River Festival of the Arts, Inc In Historic Sanford, Florida, Inc. shall indemnify,
hold harmless and defend the CRA, the City of Sanford, and their agents,
The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida, Inc Event Grant Agmt • 5
servants, and employees, or any of them, from and against all claims, damages,
losses, and expenses including, but not limited to, attorneys' fees and other legal
costs such as those for paralegal, investigative, and legal support services, and
the actual cost incurred for expert witness testimony, arising out of or resulting
from the performance of this Agreement. In accordance with Section 725.06,
Florida Statutes, adequate consideration has been provided to The St. Johns
River Festival of the Arts, Inc In Historic Sanford, Florida, Inc. for this obligation,
the receipt and sufficiency of which is hereby specifically acknowledged. Nothing
herein shall be deemed to affect the rights, privileges, and immunities of the CRA
or the City of Sanford, as set forth in Section 768.28, Florida Statutes. In claims
against any person or entity indemnified under this Section by an employee of
The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida, Inc. or its
agents or subcontractors, anyone directly or indirectly employed by them or
anyone for whose acts they may be liable, the indemnification obligation under
this Section shall not be limited by a limitation on amount or type of damages,
compensation or benefits payable by or for The St. Johns River Festival of the
Arts, Inc In Historic Sanford, Florida, Inc. or its agents or subcontractors, under
Workers' Compensation acts, disability benefits acts, or other employee benefit
acts.
SECTION 11. ASSIGNMENT. This Agreement shall be binding in the parties
hereto and their representatives and successors. Neither party shall assign this
Agreement or the rights and obligation to any other party.
Section 12. DEFAULT.
The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida, Inc Event Grant Agmt • 6
(a). In the event of default by The St. Johns River Festival of the Arts, Inc In
Historic Sanford, Florida, Inc., the CRA shall be entitled to any and all legal
remedies available under Florida law.
(b). Each of the parties hereto shall give the other party written notice of any
defaults hereunder and shall allow the defaulting party thirty (30) days from the
date of receipt to cure such defaults.
Section 13. NOTICES. Any notice required or allowed to be delivered
hereunder shall be in writing and be deemed to be delivered when either (1)
hand delivered to the official hereinafter designated, or (2) upon receipt of such
notice when deposited in (a) the United States mail, postage prepaid, certified
mail, return receipt requested, or (b) third -party mail delivery service that
provides verification of delivery addressed to a party at the address set forth
opposite the party's name below, or at such other address as the party's name
below, or at such other address as the party shall specified by written notice to
the other party delivered in accordance herewith.
The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida, Inc
Kim House
Registered Agent
118 S. Palmetto
Sanford, FL 32771
CRA: Nicholas Mcray
City Hall
City of Sanford
Post Office Box 1788
Sanford, Florida 32772
The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida, Inc Event Grant Agmt • 7
Section 14. SEVERABILITY. If any part of this Agreement is found invalid or
unenforceable by any court, such invalidity or unenforceability shall not affect the
other parts of the Agreement if the rights and obligations of the parties contained
therein are not materially prejudiced and if the intentions of the parties can
continue to be affected. To that end, the terms of this Agreement is declared
severable.
Section 15. TIME OF THE ESSENCE. Time is hereby declared essence to the
lawful performance of the duties and obligations contained in this Agreement.
Section 16. APPLICABLE LAWIVENUE. This Agreement and the provisions
contained herein shall be construed, controlled, and interpreted according to the
laws of the State of Florida. Venue for any legal proceeding related to this
Agreement shall be in the Eighteenth Judicial Circuit Court in and for Seminole
County, Florida.
Section 17. COMPLIANCE WITH LAWS AND REGULATIONS. The St. Johns River
Festival of the Arts, Inc In Historic Sanford, Florida, Inc. shall obtain and possess,
throughout the term of this Agreement, all licenses and permits applicable to its
operations under Federal, State and local laws and shall comply with all fire,
health, and other applicable regulatory codes.
Section 18. ATTORNEY FEES. In the event it becomes necessary to institute
legal action to enforce any of the terms of this Agreement, the prevailing party
shall be entitled to recover all out -of- pocket expenses and costs and all
reasonable attorneys fees, paralegal fees and associated fees and costs from
The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida, Inc Event Grant Agmt • 8
the date of filing until the termination of litigation whether incurred at trial, on
appeal, or otherwise.
Section 19. EFFECTIVE DATE. This Agreement shall take effect when adopted
and executed by the CRA and The St. Johns River Festival of the Arts, Inc In
Historic Sanford, Florida, Inc. and shall be nunc pro tunc to December 7, 2011.
Section 20. NONDISCRIMINATION. The St. Johns River Festival of the Arts, Inc In
Historic Sanford, Florida, Inc. agrees that it will not discriminate against any
employee or applicant for employment for work under this Agreement because of
race, color, religion, sex, age, national origin or disability and will take affirmative
steps to insure that applicants are employed and employees are treated during
employment without regard to race, color, religion, sex, age, national origin or
disability. This provision shall include, but not be limited to, the following:
employment, upgrading, demotion or transfer; recruitment advertising; layoff or
termination; rates of pay or their forms or compensation; and selection for
training, including apprenticeship. The St. Johns River Festival of the Arts, Inc In
Historic Sanford, Florida, Inc., moreover, shall comply with all the requirements
as imposed by the Americans with Disability Act, the regulations of the Federal
government issued thereunder, and any and all requirements of State law related
thereto.
Section 21. FAILURE TO ENFORCE NOT WAIVER OF RIGHT. Failure by the CRA
to enforce any provision contained herein shall not be deemed a waiver of the
right to do so thereafter as to the same breach or as to any breach occurring
prior or subsequent thereto.
The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida, Inc Event Grant Agmt • 9
Section 22. CONFLICT OF INTEREST. The St. Johns River Festival of the Arts,
Inc In Historic Sanford, Florida, Inc. agrees that it will not engage in any action
that would create or cause a conflict of interest in the performance of its
obligations pursuant to this Agreement with the CRA or the City of Sanford, or
which would violate or cause others to violate the provisions of Part III, Chapter
112, Florida Statutes, relating to ethics in government or create or cause a
violation of said provisions of law by and officer, employee or agent of the CRA
or the City of Sanford.
Section 23. FURTHER DOCUMENTS. Each of the parties hereto hereby agree
that they will execute and deliver such further instruments and do such further
acts and things as may be necessary or desirable to carry out the purpose of this
Agreement.
SECTION 24. CAPTIONS. Sections and other captions contained in this
Agreement are for reference purposes only and are in no way intended to
describe, interpret, define, or limit the scope, extent or intent of this Agreement,
or any provision hereto.
Section 25. FORCE MAJEURE. The CRA's obligations hereunder shall be
subject to the concept of force majeure. Accordingly, in the event of Acts of God,
riot, weather disturbances, permitting, war, terrorism, civil disobedience, geologic
subsidence, electrical failure, malfunctions, and events of a similar nature, the
CRA shall be excused from providing continual utility service until the cause or
causes thereof have been remedied.
Section 26. INTERPRETATION. The CRA and The St. Johns River Festival of
the Arts, Inc In Historic Sanford, Florida, Inc. agree that all words, terms and
The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida, Inc Event Grant Agmt • 10
conditions contained herein are to be read in concert, each with the other, and
that a provision contained under one (1) heading may be considered to be
equally applicable under another in the interpretation of this Agreement. This
Agreement is the result of a bona fide arms length negotiations between the CRA
and The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida, Inc.
and all parties have contributed substantially and materially to the preparation of
the Agreement. This Agreement shall not be construed more strictly against
either party on the basis of being the drafter thereof, and both parties have
contributed to the drafting of this Agreement. All provisions of this Agreement
shall be read and applied in para materia with all other provisions hereof.
Section 27. MODIFICATION. This Agreement may not be amended,
changed, or modified, and material provisions hereunder may not be waived,
except by a written document, of equal dignity herewith, approved by the CRA
and The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida, Inc.
and executed by all parties to this Agreement.
Section 28. COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which, taken together, shall constitute one (1) and the same document.
Section 29. ENTIRE AGREEMENT: EFFECT ON PRIOR AGREEMENT. This
instrument constitutes the entire agreement between the parties and supersedes
all previous discussions, understandings, and agreements between parties
relating to the subject matter of this Agreement. Amendments to and waivers of
the provisions herein shall be made by the parties in writing by formal
amendment.
The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida, Inc Event Grant Agmt • 11
Section 30 NO GENERAL CITY OBLIGATION In no event shall any obligation of
the CRA under this Agreement be or constitute a general obligation or
indebtedness of the City of Sanford, a pledge of the ad valorem taxing power of
the City of Sanford or a general obligation or indebtedness of the City of Sanford
within the meaning of the Constitution of the State of Florida or any other
applicable laws, but shall be payable solely from legally available revenues and
funds. Neither The St. Johns River Festival of the Arts, Inc In Historic Sanford,
Florida, Inc., the CRA, nor any other party shall ever have the right to compel the
exercise of the ad valorem taxing power of the City of Sanford.
In Witness Whereof, the parties hereto have entered this Agreement and
executed and delivered this instrument on the days and year indicated below and
the signatories below hereby represent that they have full authority to execute
this Agreement and to bind the parties set forth herein.
ATTEST. The St. Johns River Festival of the
Arts, Inc In Historic Sanford, Florida,
Inc.
By 4' �x 14
Witness Kim House
Printed name E ZA3E7 C- Registered Ag nt
ATTEST.
Date:
e:
Nicholas Mcray
CRA Director
CRA of the City of Sanford, Florida
Maria Shreve
Chairperson �
Date:
The St. Johns River Festival of the Arts, Inc In Historic Sanford, Florida, Inc Event Grant Agmt • 12