1789 First Puerto Rican Festival in Sanfoard 2016/CRA C/
First Puerto Rican Festival in Sanford 2016 /CITY OF SANFORD COMMUNITY
REDEVELOPMENT AGENCY
FUNDING AGREEMENT
....................................... ..................................................................................................................................
THIS FUNDING AGREEMENT is made and entered into this —22_ day of
July 2016, 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 Sonia Fonseca, Post Office Box 1788, Sanford, Florida
32772, hereinafter referred to as the TRA", and the Association of Puerto Ricans Living
in Florida , a Florida Corporation, whose address is 108 S. Sunland Drive, Sanford,
Florida, 32773, hereinafter referred to as the "Grantee".
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 to encourage the development of a
centralized hub for community and visitor information; and
WHEREAS, the "Grantee" 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
"Grantee's event" 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 "Grantee" providing
"Grantee" submits the required detailed performance data on its activities and programs
to the CRA within 60 days of the funded event.
Section 3. GENERAL NATURE OF SERVICES TO BE PROVIDED By Grantee.
"Grantee" shall accomplish the implementation of the CRA funded event within the City
of Sanford's downtown area to the satisfaction of the CRA and the City of Sanford.
Section 4. Funding BY THE CRA. The CRA shall provide funding to the City of
Sanford directly for approved City Costs associated with "Grantee's Event" in an amount
not to exceed five thousand, one hundred sixty nine and 65/100ths dollars ($5,169.65).
Section 5. TERM. The term of this Agreement shall be from July 13, 2016 to
October 12, 2016, with total funding not exceeding five thousand, one hundred sixty
nine and 65/100ths dollars ($5,169.65).
Section 6. RECORDS, REPORTS AND AUDITS.
(a). "Grantee" 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. "Grantee" 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 "Grantee"
before or after final payment to support final payment hereunder. This audit shall be
performed at a time mutually agreeable to the "Grantee" 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, "Grantee" 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 "Grantee's" records.
(c). "Grantee" shall, prior to receiving the first payment/or benefit thereof
under the terms and conditions of this Agreement, provide to the CRA and the City of
Sanford a report relating to the programs, activities and finances of"Grantee" during the
preceding fiscal year.
(d). "Grantee" shall provide to the CRA and the City of Sanford each IRS Form
W-9.
(e). The CRA and the City of Sanford shall have the right to unilaterally
terminate this Agreement if "Grantee" 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 "Grantee" in conjunction with this
Agreement.
(f). "Grantee" agrees to maintain its corporate status in the State of Florida
throughout the term of this Agreement. If "Grantee" should, during the term of this
Agreement, lose its corporate status, this Agreement shall be automatically and
immediately terminated.
(g). "Grantee" shall permit the CRA and/or the City of Sanford to monitor the
services to be provided hereunder. The "Grantee" 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 "Grantee" 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 "Grantee's event" shall recognize the CRA and the City of
Sanford as funding entities. The CRA's recognition will be at least equal to that of an
event sponsor at the funding level awarded to "Grantee".
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, "Grantee" 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 the "Grantee" 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 "Grantee" 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 "Grantee" 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 "Grantee", 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.
Grantee: Hector Rodriguez
108 S. Sunland Drive
Sanford, Florida 32773
CRA: Sonia Fonseca
City Hall
City of Sanford
Post Office Box 1788
Sanford, Florida 32772-1788
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. "Grantee" 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
by the CRA and "Grantee", and fully executed by their duly authorized representatives.
Section 20. NONDISCRIMINATION. "Grantee" 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.
"Grantee", 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. "Grantee" 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 "Grantee" 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 "Grantee" 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 "Grantee" 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.
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 "Grantee", 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.• Grantee:
Association of Puerto Ricans Living
In Florida, LLC.
By: IZ7 By: 4641-�'v cry-, e-z-
Secretary
Secretary Date: I
ATTEST.• CRA of the City of Sanford, Florida
By: -
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Sononseca Charles Davis
Sanford Community Redevelopment Chairperson
Executive Director Date: � j�