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1418 CRA Event Grant Agreement - Pirates of the St Juans Festival,J 7 TRANSMITTAL MEMORANDUM M9K4nRAWntJM 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): F-1 Development Order ❑ Mayor's signature ❑ Final Plat (original mylars) ❑ Recording ❑ Letter of Credit ❑ Rendering ❑ Maintenance Bond VAN ji Safe keeping (Vault) ❑ Ordinance ❑ Performance Bond F-1 Resolution xCRA Event Grant Agreement- Pirates of the St. Juans Festival Once completed, please: F-1 Return original [-1 Return copy El Special Instructions: Please retain for the official CRA file Please advise if you have any questions regarding the above. Thank you! Nicholas Mcrqy, Economic Development Director From \\SVCH-Omiiicast\USERS\mcrayn\Tetilplates\City Clerk Transmittal Memo.doc 12- t ( Date Little Fish Huge Pond, LC /CITY OF SANFORD COMMUNITY REDEVELOPMENT AGENCY FUNDING AGREEMENT _0 THis FUNDING AGREEMENT is made and entered into this day of September, 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 Little Fish Huge Pond, a limited liability company authorized to do business in Florida, whose address is 309 E, First Street, Sanford FL 32771, hereinafter referred to as "Little Fish Huge Pond." 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 Little Fish Huge Pond to encourage the development of a revitalized tourist area in downtown Sanford WHEREAS, Little Fish Huge Pond 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 Pirates of the St. Juans Festival, September 16 & 17, 2011 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 Little Fish Huge Pond 2011 Event Grant Agreement 9-8-11 • 1 Section 5. TERM. The term of this Agreement shall be from September 8, 2011 through October 30, 2011 with total funding not exceeding ONE THOUSAND FOUR HUNDRED SIXTY THREE and No 100ths ($1,463.00). Section 6. RECORDS, REPORTS AND AUDITS. (a). Little Fish Huge Pond 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. Little Fish Huge Pond 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 Little Fish Huge Pond before or after final payment to support final payment hereunder. This audit shall be performed at a time mutually agreeable to Little Fish Huge Pond 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, Little Fish Huge Pond 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. Little Fish Huge Pond 2011 Event Grant Agreement 9-8-11 • 3 Section 8. PROGRAM PUBLICITY. Any and all news releases, signs, or other types of publicity pertaining to "The Pirates of the St. Juans Festival" 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, Little Fish Huge Pond 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 Little Fish Huge Pond 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 Little Fish Huge Pond 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 Little Little Fish Huge Pond 2011 Event Grant Agreement 9-8-11 • 5 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 Agreement shall be in the Eighteenth Judicial Circuit Court in and for Seminole County, Florida. Section 17. COMPLIANCE WITH LAWS AND REGULATIONS. Little Fish Huge Pond 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 Little Fish Huge Pond 2011 Event Grant Agreement 9-8-11 • 7 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 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 Little Fish Huge Pond 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 Little Fish Huge Pond and all parties have contributed Little Fish Huge Pond 2011 Event Grant Agreement 9-8-11 •9 funds. Neither Little Fish Huge Pond, 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 By: Witness Printed name Ci A TTES T. - By: Nicholas Mcray CRA Director Little Fish Huge Pond, LC. By:/ /1 %f;� Moire Wisdom Manager Date: //Z. CRA of the City of Sanford, Florida =11W11-1its Maria Shreve Chairperson Date: Little Fish Huge Pond 2011 Event Grant Agreement 9-8-11 - 11