1588 CRA/Sanford Ave. Streetscape Interlocal Agreement Between The City Of Sanford And The Sanford Community
Redevelopment Agency (CRA)
Relating To CRA Operations And Funding Of Projects
This Interlocal Agreement, is made and entered into this 0 � day of .�
, 2013, by and between the City of Sanford, a political subdivision of
the State of Florida, whose address is 300 North Park Avenue, Sanford, Florida 32771
(hereinafter referred to as the "CITY ") and the Sanford Community Redevelopment
Agency, whose establishment was authorized pursuant to Part III, Chapter 163, Florida
Statutes, and at the further authorized by CITY Ordinances 3282 and 3285 and by
Seminole County Resolution 95 -R -246, whose address is Post Office Box 1788,
Sanford, Florida, 32772 -1788 (hereinafter referred to as "CRA ").
WITNESSETH:
Whereas, City Commission of the City of Sanford and the CRA desire to
cooperate and collaborate in the funding and implementation of numerous projects and
activities; and
Whereas, the City Commission authorized and instructed City staff to function as
staff to the CRA while recognizing the CRA's legal status as a separate legal entity and
the CRA has accepted the relationship with City staff; and
Whereas, the intent of this Interlocal Agreement is to memorialize the
understandings relative to the day -to -day operations of the CRA with the assistance of
the City while also providing an expeditious means of facilitating the funding and
implementation of numerous projects and activities in which both the City and the CRA
are interested and involved; and
Whereas, the CITY and the CRA desire to cooperate, among other things, with
regard to accomplishing the revitalization and redevelopment of downtown Sanford for
the benefit of the citizens of Sanford and Seminole County utilizing the anticipated
CRA annual ad valorem tax increment revenue prove to be insufficient to satisfy the
above referenced debt service schedule; and
Whereas, this Interlocal Agreement serves a public purpose and is authorized
pursuant to the provisions of Chapters 125, 163 and 166, Florida Statutes, and other
applicable law.
Now, Therefore, in consideration of the premises and the promises, covenants,
agreements and commitments contained herein and other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged
by both parties, the parties agree as follows.
Section 1. Recitals. The above recitals are true and correct and form a material
part of this Interlocal Agreement upon which the parties have relied.
Section 2. Term. This Interlocal Agreement shall become effective upon
approval by the governing bodies of the CITY and the CRA and shall remain in effect
for an indefinite period subject to termination by either party by providing the non -
terminating party no less than 90 days advance written notice.
Section 3. Collaboration Through Memorandums Of Understanding. The
parties shall collaborate on various projects and activities by means of the execution of
memorandums of understanding between the City Manager, or designee, and the
Executive Director of the CRA as authorized by the City Commission and the CRA,
respectively.
Section 4. Remedies. Each party shall have any and all remedies as permitted
by law; provided, however, that the parties agree to provide for positive dialogue and
communications if disputes or disagreements arise as to the interpretation or
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implementation of this Interlocal Agreement and agree to comply with the alternative
dispute resolution processes set forth in any interlocal agreement relating to said
subject.
Section 5. Force Majeure. In the event any party hereunder fails to satisfy a
requirement imposed in a timely manner, due to a hurricane, flood, tornado, or other
Act of God or force majeure, then said party shall not be in default hereunder.
Section 6. Binding Effect. This Interlocal Agreement shall be binding upon and
inure to the benefit of the parties hereto and the successors in interest, transferees and
assigns of the parties.
Section 7. Assignment. This Interlocal Agreement shall not be assigned by
either party without the prior written approval of the other.
Section 8. Public Records. The CRA shall allow public access to all
documents, papers, letters or other materials that have been made or received by the
CRA in conjunction with this Interlocal Agreement.
Section 9. Records And Audits. The CRA shall maintain in its place of
business any and all books, documents, papers and other evidence pertaining to work
performed under this Interlocal Agreement. Such records shall be available at the
CRA's place of business at all reasonable times during the term of this Interlocal
Agreement and for so long as such records are maintained thereafter. Records shall
be maintained in accordance with State law and generally accepted accounting and
auditing principles.
Section 10. Notices.
(a). Whenever either party desires to give notice unto the other, notice may be
sent to:
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For the City: City Manager
City of Sanford
300 North Park Avenue
Sanford, Florida 32771
with copies to: City Of Sanford, Finance Director
300 North Park Avenue
Sanford, Florida 32771
City Of Sanford, City Clerk
300 North Park Avenue
Sanford, Florida 32771
For the CRA: CRA Chairman
Post Office Box 1788
Sanford Florida, 32771 -1788
with a copy to: CRA Executive Director
Post Office Box 1788
Sanford, Florida 32771 -1788
(b). Either of the parties may change, by written notice as provided herein, the
addresses or persons for receipt of notices, reports or invoices. All notices shall be
effective upon receipt.
Section 11. Indemnification. The CRA hereby agrees to fully indemnify, save
and hold the City harmless from and against any and all damages, expenses, losses,
claims, injuries and liabilities arising or resulting from or in connection with the CRA or
its officers, employees, agents, successors' or assigns' actions or activities relating in
any way to the operations of the CRA, and any and all claims and actions brought by
third parties resulting from or arising in connection with the CRA. The CRA agrees to
hold harmless, indemnify and defend the City, its commissioners, officers, employees
and agents against any and all claims, losses, damages, or lawsuits for damages,
arising in any way whatsoever from, allegedly arising from, or related to the projects of
the CRA. To the extent required by law, if specific consideration for the indemnification
provided herein is required to be given by the City to the CRA then $1.00 of the value
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for the consideration set forth in this Interlocal Agreement shall be deemed to be such
specific consideration. The CRA acknowledges the adequacy and sufficiency of said
specific consideration. The CRA and its successors and assigns covenant not to sue
the City for any act or omission of the City.
Section 12. Conflict Of Interest. The CRA agrees that it will not engage in any
action that would create a conflict of interest in the performance of its obligations
pursuant to this Interlocal Agreement with the City or which would violate or cause
others to violate the provisions of Part III, Chapter 112, Florida Statutes, relating to
ethics in government.
Section 13. Equal Opportunity Employment. The CRA agrees that it will not
discriminate against any contractor, employee or applicant for employment or work
under this Interlocal Agreement because or on account of race, color, religion, sex, age
or national origin 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 or national origin. This provision shall include, but not be limited to, the
following: retention; award of contracts; employment; upgrading, demotion or transfer;
recruitment advertising; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship, and the prohibition
of sexual harassment.
Section 14. Compliance With Laws And Regulations. In performing under
this Interlocal Agreement, the parties shall abide by all laws, statutes, ordinances, rules,
and regulations pertaining to, or regulating the performance set forth herein, including
those now in effect and hereafter adopted. Any violation of said laws, statutes,
ordinances, rules, or regulations shall constitute a material breach of this Interlocal
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Agreement, and shall entitle the non - violating party to terminate this Interlocal
Agreement immediately upon delivery of written notice of termination to the violating
party.
Section 15. Employee Status.
(a). Persons employed or retained by the CRA in the performance of services
and functions pursuant to this Interlocal Agreement shall have no claim to pension,
workers' compensation, unemployment compensation, civil service or other employee
rights or privileges granted to the City's officers and employees either by operation of
law or by the City.
(b). The CRA assumes total and plenary responsibility for salaries,
employment benefits, contractual rights and benefits, contract payments, and Federal,
State and local employment taxes, if any, attributable to CRA personnel and agrees to
indemnify and hold the City harmless from any responsibility for same. The CRA also
agrees to place this provision in all contracts and agreements with its agents and
contractors pertaining to the any project of the CRA such that its agents and contractors
shall assume all such liability and shall indemnify and hold the CRA and the City
harmless from any and all such costs and liability.
Section 16. Headings. All sections and description headings in this Interlocal
Agreement are inserted for convenience only, and shall not affect the construction or
interpretation hereof.
Section 17. Entire Agreement. This Interlocal Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof, and may not be
modified or amended except by a written instrument equal in dignity herewith and
executed by the parties to be bound thereby.
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Section 18. Counterparts. This Interlocal Agreement may be executed in any
number of counterparts each of which, when executed and delivered, shall be an
original, but all counterparts shall together constitute one and the same instrument.
In Witness Whereof, the parties hereto have caused this Interlocal Agreement
to be executed on the day and year first above written.
Attest: CRA
t( / / y r - 24 B Vitl-)-1
y�
CR/0k Clerk Maria Shreve, Chairp rspn
Date:
Approved as to form and
legal suff'ciency. /
6 /( ./dde.e/O
CR Attorney
Attest: CITY
4' if ( By: 4(LJ /�
. anet Dougherty / ,/ Jeff Triplett 11��
i
City Clerk Mayor
Date: "i
For the use and reliance
of City of Sanford only.
Approved as to form and
legal suffi iency.
William L. Colbert, Esquire
City Attorney
J