2265 Funding Agreement - Sanford Main Street & CRAFUNDING AGREEMENT SANFORD MAIN STREET, INC. WITH THE CITY OF
SANFORD AND THE SANFORD COMMUNITY REDEVELOPMENT AGENCY
THIS AGREEMENT is made and entered on the last date below written between
the between Sanford Main Street, Inc. ("Mainstreet"), whose address is 111 South
Magnolia Avenue, Sanford Florida 32771, a non-profit corporation of the State of
Florida; and the City of Sanford, Florida, a municipality of the State of Florida (the
"City"), whose address is 300 North Park Avenue, Sanford, Florida 32771; and the
Sanford Community Redevelopment Agency, a dependent special district of the State of
Florida (hereinafter referred to as the "CRA") whose address is 300 North Park Avenue,
Sanford, Florida 32771.
WITNESETH:
WHEREAS, Mainstreet promotes, markets, organizes and executes events that
promote the City of Sanford; and
WHEREAS, Mainstreet is seeking funding for its mission to be accomplished by
leasing City property formerly known as the Welcome Center, now renamed the
Sanford Information Center, addressed at 230 East First Street, Sanford, Florida; and
WHEREAS, Mainstreet desires that the City and the CRA contribute funding for
its activities as specified herein.
NOW, THEREFORE, for and in consideration of the sums paid by City and the
CRA to Mainstreet, and other good and valuable considerations, the receipt and
sufficiency of which is acknowledged by the parties, it is hereby AGREED AS
FOLLOWS:
SECTION 1: RECITALS. The parties acknowledge the recitals herein to be true
and correct and agree to be bound by each and every of the terms thereof, which
recitals and terms are incorporated herein by this reference and which the parties shall
perform.
SECTION 2: MAINSTREET DUTIES. Mainstreet agrees to promote tourism
and the economic activities of the downtown restaurants and other merchants, as well
as general economic activity within the downtown area of the City of Sanford at the
Sanford Information Center. With regard to visitors, Mainstreet shall provide a friendly
and genuine welcome to first time and repeat visitors, those interested in the history and
architecture of the City, persons considering becoming a resident or business operator
within the City as well as those persons simply looking for dining and entertainment
opportunities. The focus will be on making a great first impression and showcasing the
unique character of the City of Sanford. With regard to prospective or existing
merchants or businesspersons, Mainstreet shall provide specific and personalized help
understanding and maneuvering through City's and the CRA's economic and
redevelopment programs and requirements. Mainstreet shall assemble and
communicate to appropriate persons a wide array contacts, opportunities, trends and
the current business climate with a focus on promoting new business and economic
development by providing a facility, information and resources to help small
businesspersons navigate the complexities of establishing and maintaining a successful
commercial enterprise within the City.
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SECTION 3: FUNDING OF MAINSTREET PERSONNEL COSTS.
(a). The City shall pay to Mainstreet the sum of $.24,000.00 per year to fund a
share of the personnel costs necessary for Mainstreet to accomplish its duties and to
staff the Sanford Information Center continuously during the hours specified in the lease
agreement. Payments shall be made on a monthly basis upon receipt of an invoice from
Mainstreet.
(b). The CRA shall pay to Mainstreet the sum of $24,000-00 per year to fund a
share of the personnel costs necessary for Mainstreet to accomplish its duties and to
staff the Sanford Information Center continuously during the hours specified in the lease
agreement. Payments shall be made on a monthly basis upon receipt of an invoice from
Mainstreet.
(c). The City and Mainstreet have entered a lease relative to the property at
which the services set forth herein will be performed as a headquartered office space.
During the review of each report under that lease, an evaluation shall be made as to the
funding sources of Mainstreet and the City and the CRA will evaluate the need for
continuing financial assistance to Mainstreet by the City and the CRA.
SECTION 4: TERM. The term of this Agreement shall be from the first day of
the first month following execution of this Agreement and shall continue month-to-month
until terminated.
SECTION 5: RELATIONSHIP OF THE PARTIES.
(a). The parties' relationship is that of independent contractor and no party
hereto shall function or operate as the agent of the other.
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(b). Mainstreet shall be responsible for performing in a fashion and manner
that is acceptable to the City and the CRA.
SECTION 6: TERMINATION OF FUNDING. Mainstreet understands and agrees
that the City and the CRA may terminate funding at any time upon 60 days advanced
written notice to Mainstreet upon a determination that it would be in the best interests of
the public to do so which determination shall be conclusive and without appeal.
SECTION 7: UNDERSTANDING OF THE PARTIES. It is the understanding of
the parties that the City and the CRA desire to protect themselves from the liability
exposure to claims from the operations of Mainstreet. It is understood that the City and
the CRA are providing only funding for the benefit of Mainstreet. It is further understood
that it is the responsibility of Mainstreet to keep the City and the CRA apprised of the
operations of Mainstreet and the effectiveness thereof.
SECTION 8: COMMUNICATION. The parties hereby commit to the
implementation and maintenance of clear and open communication in order to further
the purposes of this Agreement.
SECTION 9: COPYRIGHT FEES, ROYALTIES AND OTHER LICENSES. If
any material, composition or name to be used or performed is copyrighted or otherwise
protected under laws relating to intellectual property, Mainstreet is responsible for
securing, before using or employing such material, composition or name, the assent in
writing, of the owner or licensee of such copyright. Mainstreet agrees to be fully
responsible for any fees, royalties and licensees in connection therewith.
SECTION 10: INDEMNIFICATION AND RELEASE BY MAINSTREET OF CITY
AND CRA.
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(a). Mainstreet assumes all risk of personal injury or death, and property
damage that may arise from the implementation of services contemplated hereunder.
(b). Mainstreet agrees that, on behalf of itself and any and all derivative
claimants, of whatsoever type or nature or relationship, it understands that the City and
the CRA and their officers, agents and employees assume no liability whatsoever for
any personal injury or property damage or loss that Mainstreet or any derivative
claimant may suffer, of whatsoever type or nature or cause.
(c). Mainstreet agrees that it will indemnify, hold and save the City and the
CRA and their officers, agents, contractors and employees whole and harmless and
defend same, from and against all claims, demands, actions, damages, costs, loss,
liabilities, expenses and judgments of any nature recover from or asserted against the
City or the CRA on account of injury or damage or injury may be incident to, arise out of,
or be caused, either proximately or remotely, wholly or in part, by an act, omission
negligence or misconduct on the part of Mainstreet or any of its agents, servants,
employees, contractors, patrons, guests, or invitees or of any other person involved
directly or indirectly with Mainstreet. To that end and to the fullest extent permitted by
law, Mainstreet shall indemnify, hold harmless and defend the City and the CRA, 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 Mainstreet for this obligation, the receipt
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and sufficiency of which is hereby specifically acknowledged. Nothing herein shall be
deemed to affect the rights, privileges, and immunities of the City of the CRA as set
forth in Section 768.28, Florida Statutes.
(d). In claims against any person or entity indemnified under this Section by an
employee of Mainstreet 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 Mainstreet or its agents or
subcontractors, under Workers' Compensation acts, disability benefits acts, or other
employee benefit acts.
SECTION 11: INSURANCE OF APPLICANT. Mainstreet shall procure and
maintain insurance with minimum coverages of $1,000,000 per occurrence and
$ 2,000,000 aggregate and list the City as additional Insured and include, and provide
the City with a certificate of insurance relative thereto, as well as providing the City with
hold harmless and waiver of subrogation endorsements, as required by the City and the
CRA, as determined by the City's Risk Manager.
SECTION 12: ASSIGNABILITY/NO THIRD PARTY BENEFICIARIES.
(a). This Agreement is not assignable. No party shall assign this Agreement or
the rights and obligation to any other party.
(b). Third parties shall not be the direct or indirect beneficiaries of any of the
agreements, terms, covenants or promises herein contained. To that end, this
Agreement is solely for the benefit of the formal parties herein, and no right or case of
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action shall accrue upon or by reason hereon, to or for the benefit of any third party not
a formal party hereto.
SECTION 13: NOTICES. All notices or other communication required or
permitted to be given pursuant to this Agreement shall be in writing and shall be
construed as properly given if mailed by registered or certified mail with return receipt
requested. It is agreed that notice so mailed shall be reasonable and effective upon the
expiration of three business days after its deposit. Notice given in any other manner
shall be effective only if and when received by the addressee. For purposes of notice,
the addresses of the parties shall be the address as follows:
For the City:
Norton N. Bonaparte, Jr., ICMA-CM
City Manager
City of Sanford City Hall
300 North Park Avenue
Sanford, Florida 32771
For Mainstreet:
Christina Hollerbach
111 South Magnolia Avenue
Sanford, Florida 32771
For the CRA:
Ms. Sonia Fonseca
CRA Executive Director
City of Sanford City Hall
300 North Park Avenue
Sanford, Florida 32771
SECTION 14: DEFAULT.
(a). In the event of default by Mainstreet, the City and the CRA shall be
entitled to any and all legal remedies available under Florida law.
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(b). Each of the parties hereto shall give the other party written notice of any
defaults hereunder and shall allow the defaulting party 30 days from the date of receipt
to cure such defaults; provided, however, that this provision shall not affect the
termination rights of the City or the CRA.
SECTION 1S: 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.
%ffrION 16: TIME OF THE ESSENCE. Time is hereby declared essence to
the lawful performance of the duties and obligations contained in this Agreement.
SECTION 17: 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 18: COMPLIANCE WITH LAWS AND REGULATIONS. Mainstreet
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 19: 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
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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 20: EFFECTIVE DATE. This Agreement shall take effect when
adopted by the City, the CRA and Mainstreet, and fully executed by their duly
authorized representatives.
SECTION 21: NONDISCRIMINATION. Mainstreet agrees that it will not
discriminate against any person because of race, color, religion, sex, age, national
origin, sexual orientation, political persuasion or affinity, or disability and will take
affirmative steps to ensure that no such discrimination occurs.
SECTION 22: FAILURE TO ENFORCE NOT WAIVER OF RIGHT. Failure by
the City or 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. To that end, no waiver of any clause of this
Agreement or of the breach thereof shall be taken to constitute a waiver of any
subsequent breach of such Agreement, nor to justify or authorize the non -observance of
any other occasion of the same or any other agreement nor shall any waiver or
indulgence granted by a party to the other be taken as an estoppel against the party.
SECTION 23: CONFLICT OF INTEREST. Mainstreet 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 City of the CRA, 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 City or the CRA.
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SECTION 24: 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 25: RECORDS AND AUDITS.
(a). Mainstreet 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. Mainstreet shall maintain and allow access to the
records required under this Section for a period of 5 years after the completion of this
Agreement and date of final payment for said services, or date of termination of this
Agreement. The City or the CRA may perform, or cause to have performed, an audit of
the records of Mainstreet before or after final payment to support final payment
hereunder. Any adjustments needed to be taken as a result of the audit shall be
implemented by the parties
(b). In order to comply with Section 119.070 1, Florida Statutes, public records
laws, Mainstreet must:
(1). Keep and maintain public records that ordinarily and necessarily would be
required by the City.
(2). Provide the public with access to public records on the same terms and
conditions that the City would provide the records and at a cost that does not exceed
the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law.
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(3). Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as authorized by
law.
(4). Meet all requirements for retaining public records and transfer, at no cost,
to the City all public records in possession of Mainstreet upon termination of the
contract and destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. All records stored electronically
must be provided to the City in a format that is compatible with the information
technology systems of the City.
If Mainstreet does not comply with a public records request, the City shall enforce the
contract provisions in accordance with this Agreement. Failure by Mainstreet to grant
such public access and comply with public records requests shall be grounds for
immediate unilateral cancellation of this Agreement by the City. Mainstreet shall
promptly provide the City with a copy of any request to inspect or copy public records in
possession of Mainstreet and shall promptly provide the City with a copy of Mainstreet's
response to each such request.
IF MAINSTREET HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO MAINSTREET'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS AT (407) 688-6012, TRACI HOUCHIN, MMC, FCRM, CITY
CLERK, CITY OF SANFORD, CITY HALL, 300 NORTH PARK AVENUE, SANFORD,
FLORIDA 32771, TRACI.HOUCHIN@SANFORDFL.GOV.
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SECTION 26: 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 27: FORCE MAJEURE. The 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, epidemic, pandemic, and events of a similar nature, the
obligations shall be excused until the cause or causes thereof have been remedied.
SECTION 28: INTERPRETATION. The parties 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 any 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 arm's length negotiations between the parties and all parties have contributed
substantially and materially to the preparation of the Agreement. This Agreement shall
not be construed more strictly against any party on the basis of being the drafter
thereof, and all 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 29: 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 executed by all parties to this Agreement.
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SECTION 30: 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 and the same document.
SECTION 31: 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 32: NO GENERAL CITY OBLIGATION. In no event shall any
obligation of the City or the CRA under this Agreement be or constitute a general
obligation or indebtedness of the City or the CRA, a pledge of the ad valorem taxing
power of the City or a general obligation or indebtedness of the City or the CRA 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 CRA or
Mainstreet nor any other person or entity shall ever have the right to compel the
exercise of the ad valorem taxing power of the City.
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.
SIGNATURE BLOCKS FOLLOW OF FOLLOWING PAGE:
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A TTES T.•
Mgry`Moskowitz
Secretary
A TTES T. -
fit laSCL.A
Cyntfija Lindsay
Treasurer
Approved0form and legality:
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David Hall,--C'-'RA Attorney
A TTES T.-
-0, Tat. � wx t L !
SANFORD MAIN STREET, INC.
By:.
Christina Werbach
President
CRA
Charles Davis
Chairman
Date: 1010 ry
CITY OF SAN
Approved as to form and le
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