1427 CRA Event Agreement - Greater Sanford Chamber of CommerceRE: Request for Services
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From
TADeptJormsTity Clerk Transmittal Memo - 2009.doc
lo- lo. ❑
Date
Greater Sanford Regional Chamber of Commerce /CITY OF SANFORD
COMMUNITY REDEVELOPMENT AGENCY
FUNDING AGREEMENT
THIS FUNDING AGREEMENT is made and entered into this 5�" day of October,
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 Greater Sanford Regional Chamber of
Commerce, a non profit 501 c.6 corporation authorized to do business in Florida, whose
address is 400 E, First Street, Sanford FL 32771, hereinafter referred to as "Chamber"
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 Chamber to encourage the
development of a revitalized tourist area in downtown Sanford
WHEREAS, Chamber 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
October 2011 Bikefest, October 7-9, 2011 in the amount set forth herein is in the
public interest and the City Commission of the City of Sanford has taken
Chamber 2011 Event Grant Agreement 10-1-11 • 1
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 October 2011
Bikefest with Chamber providing detailed performance data on its activities and
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Section 3. GENERAL NATURE OF SERVICES TO BE PROVIDED. Chamber shall
accomplish the implementation of October 2011 Bikefest, within the City of
Sanford's downtown area by accomplishing the "Bikefest", to the satisfaction of
the CRA and the City of Sanford.
Section 4. Funding BY THE CRA. The CRA shall provide funding to Chamber in
a single payment not to exceed EIGHT THOUSAND and No 100ths ($8,000.00)
which payments will be made to Chamber by the CRA on a reimbursement basis
for Chamber's actual operational costs of producing "October 2011 Bikefest".
Providing invoices and proofs of payment (which proof may not be cash receipts
and may only be checks written from the Chamber accounts).
Section 5. TERM. The term of this Agreement shall be from October 1, 2011
through November 30, 2011 with total funding not exceeding EIGHT
THOUSAND and No 100ths ($8,000.00).
Chamber 2011 Event Grant Agreement 10-1-11 • 2
Section 6. RECORDS, REPORTS AND AUDITS.
(a). Chamber 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. Chamber 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 Chamber before or after final payment
to support final payment hereunder. This audit shall be performed at a time
mutually agreeable to Chamber 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, Chamber 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 of October 2011 Bikefest or
Chamber records relating to the production of said event.
(c). Chamber shall provide to the CRA and the City of Sanford each IRS Form
W-9 received or maintained by Chamber.
Chamber 2011 Event Grant Agreement 10-1-11 - 3
(d). The CRA and the City of Sanford shall have the right to unilaterally
terminate this Agreement if Chamber 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
Chamber in conjunction with this Agreement.
(f). Chamber agrees to maintain its company status in the State of Florida
throughout the term of this Agreement. If Chamber should, during the term of
this Agreement, lose its Florida Company status, this Agreement shall be
automatically and immediately terminated.
(g). Chamber shall permit the CRA and/or the City of Sanford to monitor the
services to be provided hereunder. Chamber 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 Chamber 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 "October 2011 Bikefest" 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.
Chamber 2011 Event Grant Agreement 10-1-11 •4
Section 10. LIABILITY. To the fullest extent permitted by law, Chamber 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 Chamber
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 Chamber 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 Chamber 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 Chamber, the CRA shall be entitled to any and
all legal remedies available under Florida law.
Chamber 2011 Event Grant Agreement 10-1-11 • 5
(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.
Chamber: Pam Czopp
Executive Director
Greater Sanford Regional Chamber of Commerce
400 E. First Street
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
Chamber 2011 Event Grant Agreement 10-1-11 • 6
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 LAW/VENUE. 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. Chamber 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 Chamber and fully executed by their duly authorized
representatives.
Section 20. NONDISCRIMINATION. Chamber agrees that it will not discriminate
against any employee or applicant for employment for work under this
Chamber 2011 Event Grant Agreement 10-1-11 • 7
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. Chamber,
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. Chamber 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
Chamber 2011 Event Grant Agreement 10-1-11 •8
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 Chamber 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 Chamber 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.
Chamber 2011 Event Grant Agreement 10-1-11 • 9
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 Chamber 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 Chamber, 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
Chamber 2011 Event Grant Agreement 10-1-11 • 10
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
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Witness
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Greater Sanford Regional Chamber of
Commerce
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By:
Pam Czopp
Executive Director
Date: zz'
CRA of the City of Sanford, Florida
By: By : /'��
Nicholas Mcray
CRA Director
Maria Shreve
Chairperson
Date: loliulif
Chamber 2011 Event Grant Agreement 10-1-11 - 11