HomeMy WebLinkAbout1432 CRA Funding Agreement - Kids House of Seminole Blue Ribbon Run1q3 Z -
-18 7—
ECONomic DEVELOPMENTOFFICE
TRANSWT-rAL MrivMORANDUM
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
F -I Mayor's signature
❑
Final Plat (original mylars)
F -I Recording
F]
Letter of Credit
E] Rendering
❑
Maintenance Bond
❑:,,Safe keeping (Vault)
❑
Ordinance
❑
-I
Performance Bond
F
Resolution
n
Once completed, please:
F-1 Return original
❑ Return copy
Please advise if you have any questions regarding the above.
Thank you!
From
T:\DepLforms\City Clerk Transmittal Memo - 2009.doc
10-:3/.))
Date
K%ids House of Seminole, Inc. - Jin I i Payne Sk Blue Ribbon
Run for the Kids/QTY OF SANFORD
COMMUNITY REDEVELOPMENT AGENCY
FUNDING AGREEMENT
THIS FUNDING AGREEMENT is made and entered into this g%y of October,
2011, 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 Kids House of Seminole, Inc., a non profit 501
c.3 corporation authorized to do business in Florida, whose address is 5467 N. Ronald
Reagan Blvd. Sanford, FL 32773, hereinafter referred to as "Kids House of Seminole,
Inc."
WITNESSETH.
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 Kids House of Seminole, Inc. to
encourage the development of a revitalized tourist area in downtown Sanford
WHEREAS, Kids House of Seminole, Inc. agrees to engage in certain activities
that will enhance the City of Sanford; and
WHEREAS, the CRA has concluded that the investment of public funds in the
Kids House of Seminole, Inc. production of:the Jim Payne Blue Ribbon 5k Run,
October 22, 2011 in the amount set forth h 6rein is in the public interest and the
Kids House of Seminole, Inc. 2011 Event Grant Agreement 10-13-11 •1
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 Kids House of
Seminole, Inc. providing detailed performance data on its activities and
Fd• ,
Section 3. GENERAL NATURE OF SERVICES TO BE PROVIDED. Kids House of
Seminole, Inc. shall accomplish the
Run for the Kids, within the City of
of Jim Payne Blue Ribbon 5K
downtown area by accomplishing
the "Jim Payne Blue Ribbon 5K run for the, Kids", to the satisfaction of the CRA
and the City of Sanford.
Section 4. Funding BY THE CRA. The CRA shall provide funding to Kids House
of Seminole, Inc. in a single payment not to exceed ONE THOUSAND SEVEN
HUNDRED THIRTY FIVE and No 100ths ($1,735.00) which payment will be
made to Kids House of Seminole, Inc. on a reimbursement basis for Kids House
of Seminole, Inc. actual operational costs of producing "Jim Payne 5k Blue
Ribbon Run for the Kids". Providing invoices and proofs of payment (which proof
may not be cash receipts and may only be checks written from the Kids House of
Seminole, Inc. account).
Kids House of Seminole, Inc. 2011 Event Grant Agreement 10-13-11 -2
Section 6. TERM. The term of this Agreement shall be from October 22, 2011
through December 9, 2011 with total funding not exceeding ONE THOUSAND
SEVEN HUNDRED THIRTY FIVE and No 100ths ($1,735.00).
Section 6. RECORDS, REPORTS AND AUDITS.
(a). Kids House of Seminole, 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. Kids House of
Seminole, 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
Kids House of Seminole, Inc. before or !,after final payment to support final
payment hereunder. This audit shall be performed at a time mutually agreeable
to Kids House of Seminole, Inc. and CRA and/or the City of Sanford subsequent
to the close of the final fiscal period in which the Agreement is performed. In the
event of any audit or inspection conducted reveals any overpayment under the
terms of this Agreement, Kids House of Seminole, 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.
Kids House of Seminole, Inc. 2011 Event Grant Agreement 10-13-11 •3
(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 Kids House of Seminole, Inc.
records relating to the production of said event.
(c). Kids House of Seminole, Inc. shall provide to the CRA and the City of
Sanford each IRS Form W-9 received or maintained by Kids House of Seminole,
Inc.
(d). The CRA and the City of Sanford shall have the right to unilaterally
terminate this Agreement if Kids House of Seminole, 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 Kids House of Seminole, Inc. in conjunction with this Agreement.
(f). Kids House of Seminole, Inc. agrees to maintain its company status in the
State of Florida throughout the term of ;this Agreement. If Kids House of
Seminole, Inc. should, during the term of this Agreement, lose its Florida
Company status, this Agreement shall be automatically and immediately
terminated.
(g). Kids House of Seminole, Inc. shall permit the CRA and/or the City of
Sanford to monitor the services to be provided hereunder. Kids House of
Seminole, 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 Kids House of Se 114riole, Inc. with CRA funds for the
Kids House of Seminole, Inc. 2011 Event Grant Agreement 10-13-11 •4
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 "Jim Payne 5k Blue Ribbon Run for the Kids" 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, erein, 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, Kids House of
I
Seminole, Inc. shall indemnify, hold harmless and defend the CRA, the City of
Sanford, and their agents, 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 Kids House of Seminole, 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 Kids House of
Seminole, Inc. or its agents or subcontractors, anyone directly or indirectly
employed by them or anyone for whose acts they may be liable, the
Kids House of Seminole, inc- 2011 Event Grant Agreement 10-13-11 •5
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 Kids
House of Seminole, 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.
(a). In the event of default by Kids House of Seminole, 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 here with.
Kids House of Seminole, Inc. 2011 Event Grant Agreement 10-13-11 -6
Kids House of l
"9
41A "9R-RftM-9%hftT—AVV-'?UT
Nancy Crawford
Registered Agent
5467 N. Ronald Reagan Blvd.
Sanford, FL 32773
CRA: Nicholas Mcray
City Hall
City of Sanford
Post Office Box 1788
Sanford, Florida 32772
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. Kids House of
Seminole, Inc. shall obtain and possess, throughout the term of this Agreement,
all licenses and permits applicable to its operations under Federal, State and
Kids House of Seminole, Inc. 2011 Event Grant Agreement 10-13-11 -7
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 associated fees and costs from
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
by the CRA and Kids House of Seminole, Inc. and fully executed by their duly
authorized representatives.
Section 20. NONDISCRIMINATION. Kids House of Seminole, 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. Kids House of
Seminole, 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.
Kids House of Seminole, Inc. 2011 Event Grant Agreement 10-13-11 •8
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.
Section 22. CONFLICT OF INTEREST. Kids House of Seminole, 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 26. FoRcEMAiEuRE. 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
Kids House of Seminole, Inc. 2011 Event Grant Agreement 10-13-11 •9
CRA shall be excused from providing continual utility service until the cause or
causes thereof have been remedied.
Section 26. INTERPRETATION. The CRA and Kids House of Seminole, Inc.
agree that all words, terms and 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 Kids House of Seminole, 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 Kids House of Seminole, 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
Kids House of Seminole, lnr— 2011 Event Grant Agreement 10-13-11 •10
the provisions herein shall be made by the parties in writing by formal
amendment.
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 Kids House of Seminole, 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.
A TTES T.• Kids House of Seminole, Inc.
By: By:
Witness Nancy Crawford
Printed name "PUE-1-1 Executive Director
Date: ab- I%- t I
ATTEST.*
CRA of the City of Sanford, Florida
By :
Nicholas Mcray Maria Shreve
CRA Director Chairperson
Date: 'I
Kids House of Seminole, Inc. 2011 Event Grant Agreement 10-13-11 -11