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