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1453 Creative Sanford - Celery Masquerade Ball FY 2012(ECONOMIC DEVELOPMENT DEPARTMENT) TRANSMITTAL MEMORANDUM 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): Development Order Final Plat (original mylars) Letter of Credit Maintenance Bond Ordinance Performance Bond Resolution Once completed, please: ❑ Return original ❑ Return copy 1-1 ❑ Mayor's signature ❑ Recording ❑ Rendering Safe keeping (Vault) Please advise if you have any questions regarding the above. Thank you! From TADepLfbrms\City Clerk Transmittal Memo - 2009.doc Date Creative Sanford, Inc./FY 2012 CELERY MASQUERADE BALL/ CITY OF SANFORD COMMUNITY REDEVELOPMENT AGENCY FUNDING AGREEMENT THis FUNDING AGREEMENT is made and entered into this Z -Z day of November, 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 Creative Sanford, Inc., a non profit 501 c.3 corporation authorized to do business in Florida, whose address is PO Box 123 Sanford, FL 32772, hereinafter referred to as "Creative Sanford, Inc." 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 Creative Sanford, Inc. to encourage the development of a revitalized tourist area in downtown Sanford WHEREAS, Creative Sanford, Inc. 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 Creative Sanford, Inc. September 7, 2011 in the amount set forth herein is in the public interest and the City Commission of the City of Sanford has taken Creative Sanford, Inc. 2011 Event Grant Agreement 11-3-11 -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 Creative Sanford, Inc. providing detailed performance data on its activities and programs. Section 3. GENERAL NATURE OF SERVICES TO BE PROVIDED. Creative Sanford, Inc. shall accomplish the implementation of the Fiscal Year 2012 Celery Masquerade Ball, within the City of Sanford's downtown area by accomplishing the "Fiscal Year 2012 Celery Masquerade Ball", to the satisfaction of the CRA and the City of Sanford. Section 4. Funding BY THE CRA. The CRA shall provide funding to Creative Sanford, Inc. in a single payment not to exceed ONE THOUSAND SEVEN HUNDRED SIXTY and No 100ths_($1,760.00) which payment will be made to Creative Sanford, Inc. on a reimbursement basis for Creative Sanford, Inc. actual costs of producing "Fiscal Year 2012 Celery Masquerade Ball", Providing invoices and proofs of payment (which proof may not be cash receipts and may only be checks written from the Creative Sanford, Inc. account). Section 6. TERM. The term of this Agreement shall be from October 1, 2011 through September 30, 2012 with total funding not exceeding ONE THOUSAND SEVEN HUNDRED SIXTY and No 100ths ($1,760.00). Creative Sanford, Inc. 2011 Event Grant Agreement 11-3-11 •2 Section 6. RECORDS, REPORTS AND AUDITS. (a). Creative Sanford, Inc. 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. Creative Sanford, Inc. 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 Creative Sanford, Inc. before or after final payment to support final payment hereunder. This audit shall be performed at a time mutually agreeable to Creative Sanford, Inc. 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, Creative Sanford, Inc. 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 Creative Sanford, Inc. records relating to the production of said event. (c). Creative Sanford, Inc. shall provide to the CRA and the City of Sanford each IRS Form W-9 received or maintained by Creative Sanford, Inc. Creative Sanford, Inc. 2011 Event Grant Agreement 11-3-11 • 3 (d). The CRA and the City of Sanford shall have the right to unilaterally terminate this Agreement if Creative Sanford, Inc. 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 Creative Sanford, Inc. in conjunction with this Agreement. ft Creative Sanford, Inc. agrees to maintain its company status in the State of Florida throughout the term of this Agreement. If Creative Sanford, Inc. should, during the term of this Agreement, lose its Florida Company status, this Agreement shall be automatically and immediately terminated. (g). Creative Sanford, Inc. shall permit the CRA and/or the City of Sanford to monitor the services to be provided hereunder. Creative Sanford, Inc. 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 Creative Sanford, Inc. 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 "2012 Creative Sanford, Inc." 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. Creative Sanford, Inc. 2011 Event Grant Agreement 11-3-11 -4 Section 10. LIABILITY. To the fullest extent permitted by law, Creative Sanford, Inc. 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 Creative Sanford, Inc. 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 Creative Sanford, Inc. 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 Creative Sanford, Inc. 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. Creative Sanford, Inc. 2011 Event Grant Agreement 11-3-11 - 5 (a). In the event of default by Creative Sanford, Inc. 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. Creative Sanford, Inc.: Trish Thompson Registered Agent PO Box 123 Sanford, FL 32772 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 Creative Sanford, Inc. 2011 Event Grant Agreement 11-3-11 •6 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. Creative Sanford, Inc. 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 Creative Sanford, Inc. and fully executed by their duly authorized representatives. Creative Sanford, Inc. 2011 Event Grant Agreement 11-3-11 •7 Section 20. NONDISCRIMINATION. Creative Sanford, Inc. 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. Creative Sanford, Inc. 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. Creative Sanford, Inc. 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. Creative Sanford, Inc. 2011 Event Grant Agreement 11-3-11 -8 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. FORCEMAjEuRE. 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 Creative Sanford, Inc. 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 Creative Sanford, Inc. 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 Creative Sanford, Inc. 2011 Event Grant Agreement 11-3-11 •9 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 Creative Sanford, Inc. 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 Creative Sanford, Inc., 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. Creative Sanford, Inc. 2011 Event Grant Agreement 11-3-11 • 10 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 rdprese,nt that they have full authority to execute this Agreement and to bind the parties set forth herein. ATTEST.• Creative Sanford, Inc. B 1 B a Witness Trish Thompson Printed nameA4V, �r Registered Agent Date: ATTEST. - By: X Nicholas Mcray CRA Director CRA of the City of Sanford, Florida Maria Shreve Chairperson Date: 1i I Creative Sanford, Inc. 2011 Event Grant Agreement 11-3-11 •11