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1025-Interlocal btwn City & CRANO. INTERLOCAL AGREEMENT BETWEEN THE CITY OF ~ .'-,5'" SANFORD AND THE SANFORD COMMUNITY REDEVELOPMENT AGENCY (CRA) RELATING TO THE CITY BACK UP PLEDGE OF NON-AD- VALOREM REVENUES TO THE SANFORD CRA'S LOAN FINANCING OF THE FIRST STREET STREETSCAPE RENOVATION PROJECT THIS INTERLOCAL AGREEMENT, is made and entered into this /~t~ day July, 2004, by and between the City of Sanford, a political subdivision of the State of Florida, whose address is 300 North Park Avenue, Sanford, Florida 32771 (hereinafter referred to as the "CITY") and the Sanford Community Redevelopment Agency, whose establishment was authorized pursuant to Part III, Chapter 163, Florida Statutes, and further authorized by CITY Ordinances 3282 and 3285 and by Seminole County Resolution 95-R-246, whose address is Post Office Box 1788, Sanford, Florida, 32772- 1788 (hereinafter referred to as "CRA"), WITNESSETH: WHEREAS, at the regularly scheduled Sanford City Commission meeting of January 12, 2004, the Sanford City Commission unanimously supported the potential use of the potentially available non-ad valorem revenues of the City to act as a back-up pledge and security for the CRA's loan financing of the First Street Streetscape renovation project; and WHEREAS, the City Commission authorized and instructed City staff to generate all necessary documents, including a potential intedocal agreement, to put into affect the City's potential back-up pledge of the CRA's loan financing of the First Street Streetscape Renovation Project; and WHEREAS, the CRA will seek to secure loan financing of the First Street Streetscape Renovation Project which Project has an estimated construction cost of between $1.6 and $1.9 million dollars; and WHEREAS, the First Street Streetscape Renovation Project is identified in the CRA's annual work plan for the year 2003 and also included in the CRA's 2003/2004 fiscal year annual budget and is further detailed in the attached one hundred per cent (100%) engineering plans and drawings (Exhibit "A"); and WHEREAS, based on historical records, the CRA anticipates the annual ad- valorem tax-increment revenue received by the CRA shall to be sufficient to address the debt service associated with the loan financing for the First Street Streetscape Renovation Project during the anticipated term of the loan, which will be eleven (11) years in duration; and WHEREAS, the CITY and the CRA desire to cooperate with regard to accomplishing the revitalization and redevelopment of downtown Sanford for the benefit of the citizens of Sanford and Seminole County and the CRA requires a mechanism to provide financial back-up to the loan financing package and associated debt service schedule incurred by the CRA for the First Street Streetscape Renovation Project should the anticipated CRA annual ad valorem tax increment revenue prove to be insufficient to satisfy the above referenced debt service schedule; and WHEREAS, this Interlocal Agreement serves a public purpose and is authorized pursuant to the previsions of Chapters 125, 163 and 166, Florida Statutes, and other applicable law. NOW, THEREFORE, in consideration of the premises and the promises, covenants, agreements and commitments contained herein and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged by both parties, the parties agree as follows relative to the CITY back up pledge of non-ad valorem revenues to the CRA's loan financing of the First Street Streetscape Renovation Project. SECTION 1. RECITALS. The above recitals are true and correct and form a material part of this Interlocal Agreement upon which the parties have relied. SECTION 2. TERM. This Interlocal Agreement shall become effective upon approval by the governing bodies of the CITY and the CRA and shall remain in effect throughout the term of the loan financing incurred by the CRA relative to the First Street Streetscape Renovation Project. The anticipated term of the CRA's loan financing package will be eleven (11 ) years. SECTION 3. FINANCIAL OBLIGATION OF THE CITY/CONSENT TO FINANCING. The total financial obligation of the CITY under this Interlocal Agreement is that the CITY shall provide a backup pledge of non-ad valorem revenues to the CRA for the CRA's loan financing of the First Street Streetscape Renovation Project consistent with the terms of this Interlocal Agreement up to the total sum of TWO MILLION TWO HUNDRED THOUSAND AND NO/100 DOLLARS ($2,200,000.00) subject to availability of funds as determined by action on request(s) submitted by the CRA to the CITY. Said funds shall be solely and exclusively derived from the CITY's non-ad valorem revenues. In the event that the CRA is unable to satisfactorily accommodate the anticipated debt service associated with the First Street Streetscape Renovation Project, the CITY will utilize funds identified and approved, as above stated, to address and pay the debt service shortfall and any non-payment, subject to the maximum amount of allocated funds set forth herein. With regard to any consent from or by the City Commission of the CITY that may be required in order to permit the CRA to proceed with the financing of the First Street Streetscape Renovation Project in accordance with the terms of this Intedocal Agreement, by execution of this Interlocal Agreement, the City Commission expresses its consent for and approval of said financing. SECTION 4. FINANCIAL OBLIGATION OF THE CRA. The financial obligation of the CRA shall be for the total amount of the debt service associated with the loan and financing program used for the implementation and construction of the First Street Streetscape Renovation Project. Should the CRA be required to apply for and utilize the CITY's back-up pledge due to the CRA's inability to accommodate or pay the debt service associated with the First Street Streetscape Renovation Project, the CRA will repay the total amount of CITY's non-ad valorem revenues utilized and paid out in lieu of CRA tax increment revenue. Said repayment to the CITY will take priority over all other CRA projects, contingent upon availability of sufficient tax increment finance revenue. SECTION 5. CRA's DUTIES. In addition to all other covenants, obligations, duties the CRA shall: (a) Obtain financing for the First Street Streetscape Renovation Project through the use of a commercial loan, in accordance with the provisions of State law, securing the most favorable and economical terms available utilizing the following conditions: (1) a loan period of eleven (11) years; (2) an annual debt service payment budget of no more than TWO HUNDRED AND FORTY THOUSAND DOLLARS ($240,000.00); (3) said debt service to be paid by the CRA'S ad-valorem tax increment revenues; and (4) secured by a back-up pledge of the CITY non- ad valorem tax revenues. (b) Provide the CITY with monthly status reports regarding the construction status of the First Street Streetscape Renovation Project as made available by the project manager. (c)Provide the CITY with monthly status reports regarding the CRA'S financial status including, but not limited to, the current ad-valorem tax increment revenue available for the anticipated debt service associated with the loan financing of the First Street Streetscape Renovation Project and any anticipated shortfalls. (d) Review and approve all payment requests submitted for the First Street Streetscape Renovation Project. (e) Make any and all timely and proper payments of debt service, (i.e., loan payments) associated with the financing of the First Street Streetscape Renovation Project's construction costs. (f) Provide the CITY with a copy of all contracts, loan agreements and financial instruments utilized by the CRA for the First Street Streetscape Renovation Project. SECTION 7, DELEGATION OF AUTHORITY, (a) The CRA recognizes the ability of the CITY to accomplish day-to-day operational and administrative responsibilities to implement the First Street Streetscape Renovation Project and that the CRA does not have the means available to accomplish necessary implementing actions. (b) The CRA hereby delegates authority to the City Commission of the CITY to accept financing bids, to approve the Loan Agreement, to execute the Loan Agreement and to take any and all actions necessary and related thereto that, in the discretion of the CITY, as determined by the City Manager of the CITY, AS are determined to facilitate the implementation of this Interlocal Agreement and the First Street Streetscape Renovation Project. (c)The CRA hereby delegates all necessary financial management powers required to implement the provisions of this Interlocal Agreement and the First Street Streetscape Renovation Project to the Finance Director of the CITY and directs the said Finance Director to accomplish any and all said actions after conferring with the City Manager of the CITY. (d) The CRA hereby delegates all necessary legal evaluation and opinion powers required to implement the provisions of this Interlocal Agreement and the First Street Streetscape Renovation Project to the City Attorney of the CITY and directs the said City Attorney to accomplish any and all said actions after conferring with the City Manager of the City and the City's bond counsel at such times and on such occasions as the City Attorney may determine to be necessary and appropriate for the CITY. (e) The CRA hereby delegates all necessary powers required to implement the provisions of this Interlocal Agreement and the First Street Streetscape Renovation Project to the Director of the Public Works Department of the CITY, to coordinate and develop grant applications pertaining to the said Project and directs the said Director of Public Works to accomplish any and all said actions after conferring with the City Manager of the CITY. (f) The CRA hereby delegates authority to the City Manager of the CITY any and all powers and authorities that are not specifically mentioned herein that are, in the discretion of the City Manager of the CITY, determined to facilitate the implementation of this Interlocal Agreement and the First Street Streetscape Renovation Project. SECTION 8. REMEDIES. Each party shall have any and all remedies as permitted by law; provided, however, that the parties agree to provide for positive dialogue and communications if disputes or disagreements arise as to the interpretation or implementation of this Interlocal Agreement and agree to comply with the alternative dispute resolution processes set forth in any intedocal agreement relating to said subject. SECTION 9. FORCE MAJEURE. In the event any party hereunder fails to satisfy a requirement imposed in a timely manner, due to a hurricane, flood, tornado, or other Act of God or force majeure, then said party shall not be in default hereunder. SECTION 10. BINDING EFFECT. This Interlocal Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors in interest, transferees and assigns of the parties. SECTION 11. ASSIGNMENT. This Interlocal Agreement shall not be assigned by either party without the prior written approval of the other. SECTION 12. PUBLIC RECORDS. The CRA shall allow public access to all documents, papers, letters or other materials that have been made or received by the CRA in conjunction with this Interlocal Agreement or the First Street Streetscape Renovation Project. SECTION 13. RECORDS AND AUDITS. The CRA shall maintain in its place of business any and all books, documents, papers and other evidence pertaining to work performed under this Interlocal Agreement. Such records shall be available at the CRA'$ place of business at ail reasonable times during the term of this Interlocal Agreement and for so long as such records are maintained thereafter. Records shall be maintained in accordance with State law and generally accepted accounting and auditing principles. SECTION 14. NOTICES. (a) Whenever either party desires to give notice unto the other, notice may be sent to: the following addresses: For the CITY: CITY MANAGER Al Grieshaber, Jr. 300 North Park Avenue Sanford, Florida 32771 with copies to: CITY OF SANFORD, FINANCE DIRECTOR Kevin Smith 300 North Park Avenue Sanford, Florida 32771 CITY OF SANFORD, CITY CLERK Janet Dougherty 300 North Park Avenue Sanford, Florida 32771 Forthe CRA: CRA CHAIRMAN Robert Parsell Post Office Box 1788 Sanford Florida, 32771-1788 CRA EXECUTIVE DIRECTOR Post Office Box 1788 Sanford, Florida 32771-1788 (b) Either of the parties may change, by written notice as provided herein, the addresses or persons for receipt of notices, Reports or invoices. All notices shall be effective upon receipt. SECTION 15. INDEMNIFICATION. The CRA hereby agrees to fully indemnify, save and hold the CITY harmless from and against any and all damages, expenses, losses, claims, injuries and liabilities arising or resulting from or in connection with the CRA or its officers, employees, agents, successors' or assigns' actions or activities relating in any way to the First Street Streetscape Renovation Project, and any and all claims and actions brought by third parties resulting from or arising in connection with this Project. The CRA agrees to hold harmless, indemnify and defend the CITY, its commissioners, officers, employees and agents against any and all claims, losses, damages, or lawsuits for damages, arising in any way whatsoever from, allegedly arising from, or related to the First Street Streetscape Renovation Project or in any way related to the use of the Project as the subject roadway is part of CITY's Street System. To the extent required by law, if specific consideration for the indemnification provided herein is required to be given by the CITY to the CRA then ONE AND NO/100 DOLLARS ($1.00) of the value for the consideration set forth in this Interlocal Agreement shall be deemed to be such specific consideration. The CRA acknowledges the adequacy and sufficiency of said specific consideration. The CRA and its successors and assigns covenant not to sue the CITY for any act or omission relating in any way to the construction of the First Street Streetscape Renovation Project or the use of the completed Project. SECTION 16. CONFLICT OF INTEREST. The CRA agrees that it will not engage in any action that would create a conflict of interest in the performance of its obligations pursuant to this Interlocal Agreement with the CITY or which would violate or cause others to violate the provisions of Part Ill, Chapter 112, Florida Statutes, relating to ethics in government. SECTION 17. EQUAL OPPORTUNITY EMPLOYMENT. The CRA agrees that it will not discriminate against any contractor, employee or applicant for employment or work under this Interlocal Agreement because or on account of race, color, religion, sex, age or national origin 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 or national origin. This provision shall include, but not be limited to, the following: retention; award of contracts; employment; upgrading, demotion or transfer; recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship, and the prohibition of sexual harassment. SECTION 18. COMPLIANCE WITH LAWS AND REGULATIONS. In performing under this Interlocal Agreement, the parties shall abide by all laws, statutes, ordinances, rules, and regulations pertaining to, or regulating the performance set forth herein, including those now in effect and hereafter adopted. Any violation of said laws, statutes, ordinances, rules, or regulations shall constitute a material breach of this Interlocal Agreement, and shall entitle the non-violating party to terminate this Interlocal Agreement immediately upon delivery of written notice of termination to the violating party. SECTION 19. EMPLOYEE STATUS. (a) Persons employed or retained by the CRA in the performance of services and functions pursuant to this Interlocal Agreement shall have no claim to pension, workers' compensation, unemployment compensation, civil service or other employee rights or privileges granted to the CITY's officers and employees either by operation of law or by the CITY. l0 (b) The CRA assumes total and plenary responsibility for salaries, employment benefits, contractual rights and benefits, contract payments, and Federal, State and local employment taxes, if any, attributable to CRA personnel and agrees to indemnify and hold the CITY harmless from any responsibility for same. The CRA also agrees to place this provision in all contracts and agreements with its agents and contractors pertaining to the First Street Streetscape Renovation Project such that its agents and contractors shall assume all such liability and shall indemnify and hold the CRA and the CITY harmless from any and all such costs and liability. SECTION 20. HEADINGS. All sections and description headings in this Intedocal Agreement are inserted for convenience only, and shall not affect the construction or interpretation hereof. SECTION 21. ENTIRE AGREEMENT. This Interlocal Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and may not be modified or amended except by a written instrument equal in dignity herewith and executed by the parties to be bound thereby. SECTION 22. COUNTERPARTS. This Interlocal Agreement may be executed in any number of counterparts each of which, when executed and delivered, shall be an original, but all counterparts shall together constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Intedocal Agreement to be executed on the day and year first above written. ATTEST: CRA Clerk Robed--P~rsell, Chairman A TTES T: Janet Dougherty City Clerk Brady Lessard, Mayor Date: ~ /~2, For the use and reliance of City of Sanford only. Approved as to form and legal sufficiency. As authorized for execution by the Sanford City Commission at its regular meeting of July/~___, 2004. William L. Colbert, Esquire City Attorney 12