HomeMy WebLinkAbout1458 CRA Event Grant Agreement - Welcome Center FY 2012To: City Clerk
RE: Request for Services
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
F-1
Development Order
F-1
Mayor's signature
F]
Final Plat (original mylars)
❑
Recording
F-1
Letter of Credit
❑
Rendering
F-1
Maintenance Bond
AK
Safe keeping (Vault)
❑
Ordinance
❑
❑
Performance Bond
❑
Resolution
CRA Event Grant Agreement- Welcome
Center FY 2012
t4
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, Economic Development /24 1
From Date
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Historic Sanford Welcome Center
Alive After Five/CITY OF SANFORD
COMMUNITY REDEVELOPMENT AGENCY
FUNDING AGREEMENT
.............. .................... ........ ................................. ............ ........... ..... ............. ....................
L44
THis FUNDING AGREEMENT is made and entered into this I ;- 1141t
—day of December,
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 TRA", and Historic Sanford Welcome Center, a non profit
501 c.3 corporation authorized to do business in Florida, whose address is 230 E. First
St. Sanford, FL 32771, hereinafter referred to as "Historic Sanford Welcome Center
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 Historic Sanford Welcome Center,
Inc. to encourage the development of a revitalized tourist area in downtown
Sanford
WHEREAS, Historic Sanford Welcome Center, 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
Historic Sanford Welcome Center, Inc., October 1, 2011 in the amount set forth
Historic Sanford Welcome Center, Inc. 2011 Event Grant Agreement 11-3-11 - 1
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 Historic Sanford
Welcome Center, Inc. providing detailed performance data on its activities and
programs.
Section 3. GENERAL NATURE OF SERVICES TO BE PROVIDED. Historic Sanford
Welcome Center, Inc. shall accomplish the implementation of the Fiscal Year
2012 "Alive After Five" Event(s), within the City of Sanford's downtown area by
accomplishing the Fiscal Year 2012 "Alive After Five" Event(s), to the satisfaction
of the CRA and the City of Sanford.
Section 4. Funding BY THE CRA. The CRA shall provide funding to Historic
Sanford Welcome Center, Inc. in monthly payments not to exceed ONE
THOUSAND EIGHT HUNDRED THIRTY THREE and 33/100ths _($1,833.33)
which payment will be made to Historic Sanford Welcome Center, Inc. on a
reimbursement basis for Historic Sanford Welcome Center, Inc. actual costs of
producing Fiscal Year 2012 "Alive After Five" Events upon the Welcome Center
providing invoices and proofs of payment (which proof may not be cash receipts
Historic Sanford Welcome Center, Inc. 2011 Event Grant Agreement 11-3-11 •2
and may only be checks written from the Historic Sanford Welcome Center, Inc.
account).
Section 6. TERM. The term of this Agreement shall be from October 1, 2011
through September 30, 2012 (not withstanding the date of execution) with total
funding not exceeding TWENTY TWO THOUSAND and No 100ths
($22,000.00).
Section 6. RECORDS, REPORTS AND AUDITS.
(a). Historic Sanford Welcome Center, 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. Historic
Sanford Welcome Center, 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 Historic Sanford Welcome Center, Inc. before or after final
payment to support final payment hereunder. This audit shall be performed at a
time mutually agreeable to Historic Sanford Welcome Center, 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, Historic
Sanford Welcome Center, 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
Historic Sanford Welcome Center, Inc. 2011 Event Grant Agreement 11-3-11 •3
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 Historic Sanford Welcome
Center, Inc. records relating to the production of said event.
(c). Historic Sanford Welcome Center, Inc. shall provide to the CRA and the
City of Sanford each IRS Form W-9 received or maintained by Historic Sanford
Welcome Center, Inc.
(d). The CRA and the City of Sanford shall have the right to unilaterally
terminate this Agreement if Historic Sanford Welcome Center, 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 Historic Sanford Welcome Center, Inc. in conjunction with this
Agreement.
ft Historic Sanford Welcome Center, Inc. agrees to maintain its company
status in the State of Florida throughout the term of this Agreement. If Historic
Sanford Welcome Center, Inc. should, during the term of this Agreement, lose its
Florida Company status, this Agreement shall be automatically and immediately
terminated.
(g). Historic Sanford Welcome Center, Inc. shall permit the CRA and/or the
City of Sanford to monitor the services to be provided hereunder. Historic
Sanford Welcome Center, 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.
Historic Sanford Welcome Center, Inc. 2011 Event Grant Agreement 11-3-11 •4
Section 7. NON -EXPENDABLE PROPERTY. Any non -expendable personal
property acquired by Historic Sanford Welcome Center, 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 Fiscal Year 2012 "Alive After Five" 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, Historic Sanford
Welcome Center, 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 Historic Sanford Welcome Center, 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
Historic Sanford Welcome Center, Inc. 2011 Event Grant Agreement 11-3-11 • 5
Section by an employee of Historic Sanford Welcome Center, 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 Historic Sanford Welcome Center, 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 Historic Sanford Welcome Center, 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
Historic Sanford Welcome Center, Inc. 2011 Event Grant Agreement 11-3-11 •6
below, or at such other address as the party shall specified by written notice to
the other party delivered in accordance herewith.
Historic Sanford Welcome Center, Inc.:/
FY 2012 "Alive After Five Event(s)"
Margie Chusmir
Registered Agent
230 E. First St.
Sanford, FL 32771
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 LAWNENUE. 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
Historic Sanford Welcome Center, Inc. 2011 Event Grant Agreement 11-3-11 •7
Agreement shall be in the Eighteenth Judicial Circuit Court in and for Seminole
County, Florida.
Section 17. COMPLIANCE WITH LAWS AND REGULATIONS. Historic Sanford
Welcome Center, 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 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 Historic Sanford Welcome Center, Inc. and shall
be nunc pro tunc to October 1, 2011.
Section 20. NONDISCRIMINATION. Historic Sanford Welcome Center, 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;
Historic Sanford Welcome Center, Inc. 2011 Event Grant Agreement 11-3-11 - 8
recruitment advertising; layoff or termination; rates of pay or their forms or
compensation; and selection for training, including apprenticeship. Historic
Sanford Welcome Center, 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.
Section 22. CONFLICT OF INTEREST. Historic Sanford Welcome Center, 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 111, 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
Historic Sanford Welcome Center, Inc. 2011 Event Grant Agreement 11-3-11 •9
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 Historic Sanford Welcome
Center, 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 Historic Sanford Welcome Center, 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 Historic Sanford Welcome Center, Inc. and executed by all parties to this
Agreement.
Historic Sanford Welcome Center, Inc. 2011 Event Grant Agreement 11-3-11 • 10
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.
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 Historic Sanford Welcome Center, 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.• Historic Sanford Welcome Center,
Inc.
Historic Sanford Welcome Center, Inc. 2011 Event Grant Agreement 11-3-11 • 11
By:By: �QW2�A
Witness Margie Chusmir
Printed name Registered Agent //
1.
Date: 71
A TTES T
By:
Nicholas Mcray
CRA Director
CRA of the City of Sanford, Florida
By: M& saa-c.
Maria Shreve
Chairperson
Date:
Historic Sanford Welcome Center, Inc. 2011 Event Grant Agreement 11-3-11 - 12
OATH OF TRUSTEE
SANFORD POLICE OFFICERS' RETIREMENT SYSTEM
STATE OF FLORIDA
COUNTY OF SEMINOLE
1, ALAN SMITH, do solemnly swear or affirm that I will support, protect and defend
the Constitution and government of the United States and of the State of Florida; that I am
duly qualified to hold office under the Constitution of the State of Florida; and that I will well
and faithfully perform the duties of Trustee of the Sanford Police Officers' Retirement
System, on which I am about to enter.
ALAN SMITH
Subscribed and sworn to or,
affirmed before me this
day of November, 2011.