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CLEARWATER COMMUNITY REDEVELOPMENT AGENCY GRANT FUNDING AGREEMENT (2)CLEARWATER COMMUNITY REDEVEL�PMENT AGENCY GRANT FUNDING AGREEMENT +h This Grant Funding Agreement is made and entered into this ��'"�day of August 2p11, between the COMMUNITY REDEVELOPMENT AGENCY, hereinafter the CRA, and CLEARWATER DOWNTOWN EVENTS, INC., a Florida non-profit corporation, her�inafter referred to as the "Downtown Events". WHEREAS, ane of the purposes of the Downtown Redevelopment Plan (the Plan) is to create "a unique place that fasters cammunity interaction and fun... for Clearwater residents and tourists alike."; and WHEREAS, a goal af the Plan is to create "downtown as a memorable place to be enjoyed by residents and visitors that capitalizes on Clearwater's wa#erfront location, natural resources, built environment and history."; and WHEREAS, an objective of the Plan is to encourage a variety of visual and pertorming arts activities and programs within the downtown; and WHEREAS, the CRA and Downtown Events desire to continue, expand and improve the Blast Friday events on Cleveland Str�et; and WHEREAS, The Blast Fnday events: 1) suppart existing retail business viability in a period of economic dawnturn by creating larger crawds to create dining and retail demand for businesses in the Cleveland Street District; and, 2) provide our retail recruitment effarts with a better customer base to encourage new retailers/restaurateurs ta Iocate in the Cleveland Street District during the current ecanomic dawnturn; 3) expase additional potential restaurant/retail customers and inv�stors to the Cleveland 5treet District through attendance at Blast Friday Events; and WHEREAS, the CRA has determined that is necessary to provide a ane year grant as money to partially underwrite the production and management of an enhanced - season of the Blast Friday events as provided in the attached business plan (Exhibit A). ARTICLE I. TERM The t�rm of this agreement shall be for a period of one (1) year cammencing on October 1, 2011 and continuing through June 3pth, 2012, (the "Termina#ion Dat�"), unless earlier terminated und�r the terms of this agreement. ARTICLE II. RESPQNSIBILITIES OF DOWNTOWN EVENTS Services to be Provided. Downtovun Events shall develop, .produce and manage a 11��IZ�A�6-�91�season of ten (10) Blast Friday signature events ta promote Cleveland Street as mare fully described in Exhibit A. Such events shall be coordinated with the CRA • Exeeutive Directar to ensure that the programming is consistent with the intent of the grant. 2) Scheduled Reports of Activiti�s. Dawntown Events shall furr�ish the CRA a financial r�part and accaunting of the use af the CRA funds quarterly and at the end of the 2011- 1 2012 season. The finanaal r�part is to set forth the total cost of vperations provided, and the detailed account of costs funded in part by the CRA. 3) Use and Disposition of Funds Received. Dawntown Events shall deposit the CRA grant funds in a dedicated, segregated ac�count to be used for Blast �riday even#s only. Funds received by Downtawn Events from the CRA shall be used towards the payment of expenses attendant to Blast Friday events anly. 4) 5) Other F'unding. Dawntawn Events agrees to pursue DDB funding in the amount of $5a,�OQ and private support in the amount of $25,000 to parkially fund the Blast Friday events as delineated in Exhibit A. Creation, Use and Main�enances of Financial Records. a) Creation of Records. Downtown Events shall create, maintain and make accessible to authorized CRA represerrtatives such financial and accounting records, books, documents, policies, practices and procedures necessary to reflect fully the financial activities of Downtown Events. Such records shall be available and accessible at all times for inspection, review or audit by autharized CRA personnel, and shall be made available in accordance with Chepter 119, Florida 5tatutes (Public Records) and other applicable law. b) Use of Records. Downtown Events shall produce such reports and analyses #hat may be r�quired by tF�e CRA to dacur�er�# the proper ar�d ptudent stewardship and use of the monies reoeived through this agreement. c) Maintenance of Records. maintained for a period n applicable fiscal y�ar. All recards created hereby are to be retained and rt less than five (5) years from the close of the 6) Non-discrimination, Notwithstanding any other provision of this agreement, the Downtawn Events for itself, agents and representatives, as part of th� consideration for this agreement does covenant and agree that: �) No �a�,c�usion from us�, !�a p�arson shall pe e�acr�u��d �rom partic�apation in, denied th� benefrts of, or otherwise be subjected to discrimination in the operation of this program on the grounds of race, color, religion, sex, handicap, age or national origin. b) No Exclusion from Hire. In the management, operation, or provision of the pragram ar,tivities authorized and enabied by this agreement, no person shalf be excluded from participation in ar denied the benefds of or otherwise be subject to discnmination on the grounds of, or otherwise be subjected to discriminatian on the grounds af race, calor, religion, sex, handicap, age, or national origin, exc�pt that age may be taken into consideration to the extent that the age of an employee is a bona fide occupational qualification, as permitted by law. c) Breach of Non-d�scrimination Covenants. In the event of conclusive evidence of a breach of any of the abave non-discrimination covenants, the CRA shall have the right ta terminate this agreement immediately. 7) Liability and Indemnification. Downtown Events shall act as an ind�pendent contractor and agrees to assume all risks of praviding the pragram activities and services herein agreed and all liability therefore, and shall defend, indemnify, and hold harmless the 2 CRA, 'rts officers, agents, and employ�es from and against any and aH daims aF ioss, liability and damages of whatever nature, to p�rsons and properky, including, withaut limiting the generality of the foregoing, death af any p�rson and loss af the use of any property, except claims ansing from the negligence of the CRA or CRA's agents or employees. This includes, but is not limited to, matters arising out af or claimed to have been caused by or in any manner related to Downtown Events activities or those of any approved ar unapproved invitee, contractor, subcontractor, or vther person apprvved, authorized, or permitted by Dawntawn Events whether or not based on negligence. Nothing herein shall be construed as consent by the CRA to be sued by third parties, �r as a waiver or modification of the provisians or limits of Section 768.28, Flvrida Statutes or the Doctrine of Savereign Immunity. 8) Compllance wi� Laws. Downtown Events shall comply with aN applicable federal, state, county and local laws, rules and regulations. If it is ever determined that this Agreement violates any federal, state, county or local laws, rules ar regulations, then Dawntown Events shall camply in a timely manner or CRA may terminate. ARTICL� Itl. RESPDN�IBIL1iiE3 OF THE CRA 1) GRANT. The CRA agrees to a one-time grant in the amaunt of $75,000 to Downtown Events to partially fund the costs incurred in providing the aetivities authorized by this agreement as provid�d in Exhibit A hereto. ARTICLE N. [i1�CLAfMER OF WARRANTIES This Agreement canstitutes the entire Agreem�nt of the parties on the subject hereof and may not be changed, modified ar discharged except by written Amendment duly executed by both parties. No representatians or warranties by eith�r party shall be binding unless expressed herein or in a duly executed Amendment hereof_ cl T:i�C����:7 �'�1T:1j-�L•]:I 1) For Cause. Failure to adhere to any of the provisions of this Agreement in material respect shall constitute cause for termination. Either party may terminate this Agreement for cause by giving the oth�r party thirty (30) days notice of termination. If the default is not cured within the thirky (30) day period following receipt of natice, this Agreem�nt shall terminate on the thirty-first (31st) day. 2) Disposition of Fund Monies. In the event of termination for any reason, monies provided tv Downtown Ev�nts by CRA but not expended in accardance with this Agreem�nt shall be retumed ta the CRA within 3U days af demand. ARTICLE VI. NOTICE Any natice required or p�rmittEd to be given by the provisions af this Agreement shall be conclusively deemed to have been received by a party hereto on the date it is hand delivered ta such party at the address indicated below (or at such other address as such party shail specify to the other party in writing), or if sent by regist�red or cert�ed mail (postage prepaid), an the fifth (5th) business day after the day on which such natice is mailed and praperly addressed. K7 1) I# ta Cleaniva�t�r powntown Ev�rits, Inc. addressed to: VVilliar� Sturt�vant President Clearwater powntown Events, Inc P.O. Box 472 Clearwater, FL 33i57 2) If to CRA, addnessed to: Ex�eutiv� C7irector,CRA P. O. Box a748 Clearwater, FL 33758-4748 With copies to: Gity Attomey P. 0. Box 4748 Clearwater, FL 33758-4i48 ARTICLE VII. EFFECTIVE DATE The effective date of this Agreement shall be as of the date written below. IN WITNESS WHEREOF, the parties hereto have set their hands and seals this � a day of , T4mb�!' , 201 �- Countersigr�ed: �� Frank V. Hibbard Chairman Com n �d�v lopm�nt Agency . � �� Rod I rwi Approved as to farm: 4 ame a Akin Ci#y Atkorney Executive Director Attest: Rosemarie Call City Clerk CLEARWATER D( By: William S#urtev President Attest: 4 ,nr _�c�%;����Q� TE '� 'sZ � � -��`� C,� � �.....� �P FL�� ���� mu►►���`` EVENTS, INC.