HomeMy Public PortalAboutMain Street 2019Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
SERVICES CONTRACT BETWEEN
THE COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CRESTVIEW AND
MAIN STREET CRESTVIEW ASSOCIATION
This contract (hereinafter referred to as "Contract") is made by and between the
Community Redevelopment Agency of the City of Crestview, Florida, (hereinafter referred
to as the "CRA"), and the Main Street Crestview Association (hereinafter referred to as
the "Contractor"), for Contractor to provide the herein described services for the CRA for
the term of October 1, 2018 through September 30, 2021.
The Scope of Work, attached hereto as Exhibit "A", the Budget, attached hereto
as Exhibit "B", Main Street Crestview Association Organizational Policies and Fiscal
Assurances, attached hereto as Exhibit "C" and proof of Contractor's 501(c)(3) status with
the Internal Revenue Service and Insurance Certificate, attached hereto as Exhibit "D"
are all incorporated into and made a part of this Contract by this reference.
TERMS AND CONDITIONS OF
SERVICES CONTRACT:
1. Entire Contract:
This Contract represents the entire and integrated Contract between the CRA and
Contractor and supersedes all prior negotiations, representations or contracts, either
written or oral. Provisions of this Contract may be amended only by written instrument
approved by the CRA Board of Directors (hereinafter the "CRA Board").
2. Purpose of Contract:
This Contract is being made for the purpose of Contractor to provide the CRA certain
marketing and promotional services within Downtown Crestview/ Main Street as such
services are more fully described in the Scope of Work, Exhibit A (hereinafter referred to
as "Services").
3. Term of Contract:
This Contract will be in effect for three (3) years, beginning October 1, 2018 and
continuing through September 30, 2021 (herein referred to as the "Term" of the Contract).
The annual continuation of this contract is subject to the satisfactory completion of
Services as determined solely by the CRA Board. The CRA Board may unilaterally
terminate this contract before the end of fiscal year 2019 or 2020, if the CRA Board
determines that Services provided by Contractor are unsatisfactory, that there are
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Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
insufficient funds available for this Contract in the CRA trust account, or the CRA Board
determines it is in the best interest of the CRA to terminate this Contract. Unless the CRA
Board takes action to terminate the Contract, the Contract will continue through
September 30, 2021 without further action or approval required of the CRA Board.
4. Time for Performance:
The Contractor agrees to provide the Services in a timely fashion as set forth in the Scope
of Work, Exhibit A, to the satisfaction of the CRA.
5. Compensation:
All payments for contract are contingent upon the Contactor's Services being acceptable
to the CRA. For satisfactory completion and acceptance of the Services, the CRA agrees
to pay the Contractor in accordance with the provisions of this Contract as set forth in the
Contract Budget, Exhibit B. Payments shall be made semi-annually (one half of annual
payment each) on October 1 & April 1 for the Term of this Contract.
6. Changes in Scope of Work:
The CRA shall have the right at any time to increase or decrease the Services to be
provided. Promptly after having been notified of such a change, the Contractor shall
submit an itemized estimate of any costs and/or time increases or savings it foresees
because of the change.
7. Insurance:
Contractor shall, during the entire Term of the Contract, maintain insurance for events not
normally covered by the City of Crestview (hereinafter the "City"). Contractor shall provide
Certificates of Insurance to the CRA Director naming the CRA and City of Crestview as
additional insureds. All insurance binders, policies or certificates of insurance shall require
at least ten days' notice from insurers to the CRA of any cancellation or amendment to
any of the insurance binders, policies or certificates.
8. Indemnification:
Contractor shall indemnify, defend, and hold harmless, the CRA and City of Crestview,
their agents, officers and employees, from any and all losses, fines, penalties, costs,
damages, claims, demands, suits, third party claims, or liabilities of any nature, including
reasonable attorneys' fees (including regulatory and appellate fees), arising out of,
because of, or due to any incidents or claims arising in any manner from the exercise or
attempted exercise of Contractor's rights or duties hereunder, regarding any person or
property of any nature whatsoever, regardless of the apportionment of negligence, unless
such claim is due to the sole negligence of the CRA or the City.
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Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
9. Licensing:
The Contractor shall obtain all permits and maintain at Contractor's expense all
professional and business certificates and licenses required by law for Contractor's lawful
operation and as may be necessary to perform any Services under this Contract. If
Contractor performs any Services without obtaining, or contrary to, permits and licenses,
Contractor shall bear all costs arising therefrom. The City may, at the City's sole
determination and discretion, waive fees for City controlled permits, but in no instance
can the City waive permit requirements or fees beyond their control.
10. Cancellation:
Notwithstanding any other provisions of this Contract, this contract may be canceled by
the CRA with a thirty (30) day written notice to the Contractor or by the Contractor with a
ninety (90) day written notice to the CRA, as such notice is described in Section 14.8,
below, and is contingent upon the annual appropriation by the CRA Board of legally
available funds to pay for the Services according to this Contract. The CRA's obligation
to pay the amount due hereunder in any fiscal year is contingent upon the availability and
proper appropriation by the CRA of legally available funds for the purpose set forth in this
Contract.
11. Performance of Services/Responsibilities:
For each deliverable, the Contractor will demonstrate Services delivery by presenting an
updated report semi-annually to the CRA Board. The Services to be performed by
Contractor and duties and responsibilities are more fully described in the Scope of Work,
Exhibit A hereto.
12.Terrnination for Default
This Contract will remain in force for the Term specified in Section 3., above, and until the
CRA determines that all requirements and conditions of the Contract have been
satisfactorily met. However, the CRA will have the right to terminate this Contract sooner
if the Contractor has failed to perform satisfactorily the work required or comply with the
other requirements of the Contract.
In the event the CRA decides to terminate this Contract for the Contractor's failure to
perform satisfactorily or meet its other responsibilities under the Contract, the CRA will
give the Contractor a fifteen (15) day notice, whereupon the Contract will terminate,
unless within the notice period the Contractor cures the failure to perform, shows it is
taking steps to cure or meets its required responsibilities under the Contract to the
satisfaction of the CRA.
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Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
Upon Contract termination for the Contractor's failure to provide satisfactory Contract
performance, the Contractor will be entitled to receive compensation calculated pro rata
for the time period Services were satisfactorily performed by the Contractor and allocable
to the Contract and accepted by the CRA or its designee prior to such termination.
If any termination for default shall be found to be improper or invalid by any court of
competent jurisdiction, then such termination shall be deemed to be a termination for
convenience.
13.Termination for Convenience:
The performance of work under this Contract may be terminated by the CRA in whole or
in part whenever the CRA, in its sole discretion, determines that the termination is in the
CRA's best interest. Any such termination shall be affected by the CRA Board giving at
least a fifteen (15) day notice to the Contractor, specifying the extent to which
performance of the work under this Contract is terminated and the date upon which
termination becomes effective.
As to termination for convenience, after receipt of the date of termination, the Contractor
shall stop all work as specified in the notice; place no further orders or subcontract for
materials, services, or facilities except as are necessary for the completion of such portion
of the work not terminated; immediately transfer all documentation and paperwork for
terminated work to the CRA; and terminate all contractors and subcontracts and settle all
outstanding liabilities and claims.
14. Miscellaneous:
14.1 Governing Law
The parties intend that this Contract and the relationship of the parties shall be governed
by the laws of the State of Florida. Venue for any action arising out of this contract shall
be in Okaloosa County, Florida, and nowhere else. The Contractor shall indemnify and
save harmless the CRA and City of Crestview against all liens and claims of mechanics
and materialman furnishing labor and materials in the performance of this Contract.
14.2 Severability
If any section, subsection, term or provision of this Contract or the application thereof to
any party or circumstance shall, to any extent, be invalid or unenforceable, the remainder
of said section, subsection, term or provision of this Contract or the application of same
to parties or circumstances other than those to which it was held invalid or unenforceable,
shall not be affected and thereby each remaining section, subsection, term or provision
of this Contract shall be valid or enforceable to the fullest extent permitted by law.
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Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
14.3 Sovereign Immunity
The parties further agree, nothing contained herein is intended nor shall be construed to
waive the CRA or City of Crestview's rights and immunities under the Florida Constitution,
common law, or Florida Statutes 768.28, as amended from time to time.
14.4 Construction
The Parties have participated jointly in the negotiation and drafting of this Contract. In the
event an ambiguity or question of intent or interpretation arises, this Contract shall be
construed as if drafted jointly by the Parties and no presumption or burden of proof shall
arise favoring or disfavoring any Party by the authorship of any provision of this Contract.
14.5 Attorney's Fees
In any dispute relating to this Contract, each party shall be responsible for their respective
Attorney's fees and costs.
14.6 Venue and Waiver of Jury Trial
The location for settlement of any and all claims, controversies, disputes, arising out of or
relating to any part of this Agreement, or any breach hereof, shall be exclusively in
Okaloosa County, Florida and nowhere else. THE PARTIES FURTHER AGREE THAT
ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT WOULD
INVOLVE COMPLICATED AND DIFFICULT FACTUAL AND LEGAL ISSUES.
THEREFORE, ANY ACTION BROUGHT BY ONE PARTY AGAINST THE OTHER
PARTY, BROUGHT BY ONE PARTY, ALONE OR IN COMBINATION WITH OTHERS
AGAINST THE OTHER PARTY, WHETHER ARISING OUT OF THIS AGREEMENT OR
OTHERWISE, SHALL BE DETERMINED BY A JUDGE SITTING WITHOUT A JURY.
14.7 Public Records
Contractor agrees to comply with the Florida Statutes in Chapter 119 regarding public
records, as applicable to this Contract, specifically, Contractor shall:
A. Keep and maintain public records required by the CRA.
B. Upon request from the CRA's custodian of public records, provide the CRA
with a copy of the requested records or allow the records to be inspected or copied within
a reasonable time at a cost that does not exceed the cost as provided by law.
C. Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by law for
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Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
the duration of the Term and following completion of the Contract for records not
transferred to the CRA.
D. Upon completion of the Contract, transfer, at no cost, to the CRA all public
records in possession of the Contractor. If the Contractor transfers all public records to
the CRA upon completion of the Contract, the Contractor shall destroy any duplicate
public records that are exempt or confidential and exempt from public records disclosure
requirements. If the Contractor keeps and maintains public records upon completion of
the Contract, the Contractor shall meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the CRA, upon request from
the CRA's custodian of public records, in a format that is compatible with the information
technology systems of the CRA.
E. CRA reserves the right to unilaterally cancel this Contract for Contractor's
refusal to allow public access to records when such access is required by law.
F. If Contractor has questions regarding the application of
Chapter 119, Florida Statutes, to Contractor's duty to provide
public records relating to this Agreement, Contractor shall
contact the Custodian of Public Records at:
City Clerk, City of Crestview
198 North Wilson Street
P.O. Box 1209
Crestview, Florida 32536
(850) 682-1560 Extension 250
cityclerk(a cityofcrestview.orq
G. In the event the public agency must initiate litigation against Contractor in order
to enforce compliance with Chapter 119, Florida Statutes, or in the event of litigation filed
against the public agency because Contractor failed to provide access to public records
responsive to a public record request, the public agency shall be entitled to recover all
costs, including but not limited to reasonable attorneys' fees, costs of suit, witness, fees,
and expert witness fees extended as part of said litigation and any subsequent appeals.
14.8 Notices
All notices under the Contract shall be in writing and shall be effective when mailed by
certified mail, return receipt requested, or when delivered personally, as provided
hereafter, or to such other addresses as may be designated by notice:
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Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
As to the CRA
As to the Contractor
Community Redevelopment
Elizabeth Roy, CRA Director
198 Wilson Street North
Crestview, FL 32536
Main Street Crestview Association
Paul E. Lowrey, President
PO BOX 364
Crestview, FL 32536
[Signatures appear on the following page.]
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Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
IN WITNESS THEREOF, the CRA and the Contractor execute this Contract on the
dates shown below.
Community Redevelopment Agency
CRA Board Chairman Signature
Nathan Boyles
APPROVED AS TO LEGAL FORM
clo_hj Hollowa
Main Street Crestview Association
MSCA Board President Signature
Witness 1 CRA Director Signature
Witness 2 MSCA Director Signature
/ a dra ilson
Paul E. Lowrey 4e4.,'
4dA0/
Eliza eth Roy
/0 42.0/5
Date
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Date
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Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
SCOPE OF WORK
Exhibit A
The Main Street Crestview Association (MSCA), designated as Contractor in the Contract
to which this Scope of Work is Exhibit A, will provide to the Community Redevelopment
Agency (CRA) the following services:
MSCA will maintain National, State and Historic Main Street Certifications, as applications
for grants often award extra points for these certifications. MSCA will manage the review
and awards of the grant program. The MSCA shall design and deliver the National 4-point
Main Street Plan for the Main Street district area addressing:
1. Organization
2. Revitalization
3. Design
4. Promotion
Organization: The Main Street Board of Directors will manage and be held accountable
for all financial and program Services provided under this Contract. It will maintain its
501(c)(3) non-profit status and maintain all National, State, and Historic Certifications
required for a Main Street Association, as well as provide all the reporting requirements
to the appropriate entities. MSCA will provide in the months of October and April a report
of progress to the CRA in its request for payment. The MSCA will have oversight and
responsibility for all activities scheduled and programs that the MSCA develops. No one
will be authorized to obligate funds, represent or establish a Main Street Association event
or promote the MSCA in any way that is not authorized by the Main Street Board of
Directors. The CRA will be informed of all official MSCA events and official activities by
its official calendar or public notice of events.
Revitalization: The Main Street Board of Directors will have a committee dedicated to
the promotion of the Commercial Incentive Program and the Facade Grant Program that
the CRA has approved in its CRA plan. The committee will work to encourage businesses,
bankers, realtors, investors and developers to make use of the opportunities the CRA has
to offer for redevelopment and business appearances.
A Main Street member will serve on the Facade Grant Review Board and support
businesses in following the proper policy procedures to apply for a grant.
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Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
Design: The Main Street Board of Directors will have a committee dedicated to
developing programs to encourage businesses to participate in the upkeep and
beautification of the Crestview Downtown/Main Street area.
Promotion: The Main Street Board of Directors will have a Promotions Committee. The
Promotions Committee will consist of several sub -committees and projects in support of
downtown Crestview activities and of the CRA plan. There will be an Events Sub -
Committee, that will provide for the annual events including but not limited to The Fall
Festival and Christmas Parade and will schedule special events throughout the year.
There will be a Projects Sub -Committee which will work on CRA support projects such as
the Dog Park project or a designated future project, and a Marketing Sub -Committee that
will work on media campaigns and programs. MSCA will coordinate with the City of
Crestview to ensure the City has secured event insurance to cover the Fall Festival and
Christmas Parade. MSCA will purchase and provide any insurance required to cover
other events held within the CRA and sponsored by MSCA.
MSCA Contract Deliverables:
1. Complete and manage all required National, State and local Main Street
Association and Historical designation reports.
2. Active participation in the Grant Review Committee and assist businesses with the
program process.
3. Organize, manage and coordinate with businesses and the City of Crestview,
annual events such as the Military Appreciation Event, Fall Festival and Christmas
Parade, as well as schedule periodic special events for the Main Street and City
of Crestview community.
4. Provide the CRA and City of Crestview with proof of insurance to cover any events
held that are not sponsored by the City of Crestview.
5. Provide marketing/promotion campaigns for the Historical Main Street Downtown
area.
6. Outreach and participate with other organizations in support and promotion of Main
Street activities and programs.
7. Assist the CRA with assigned projects/events throughout the Term of the Contract.
8. Report program and event results with participation estimates and successes to
the CRA twice a year.
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Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
Exhibit B
Contract Budget
2018/2019
2019/2020
Program Administration
Main Street Dues
$ 500.00
$ 500.00
Contracted Services
$ 500.00
$ 500.00
MSCA Executive Director
$ 16,000.00
$ 21,000.00
Part-time Staff
$ 6,000.00
Marketing/Advertising
$ 7,000.00
$ 7,000.00
Event Management
$ 10,000.00
$ 15,000.00
Total Contract Amount
$ 34,000.00
$ 50,000.00
Budget Narrative:
Program Administration: These are costs associated with maintaining the historical status
and reporting requirements of the State of Florida Main Street Program. These include
the dues that the Main Street Crestview Association is required to pay to the Florida Main
Street Program and other dues in support of the MSCA's goals.
Contracted Services include a full-time person to serve as Main Street Executive Director
and costs for keeping a website operational.
Main Street Marketing/Advertising: This includes promotion of the downtown area through
multiple marketing media and/or promotional programs. This funding will support the
Promotion of Main Street, the Revitalization Marketing objectives and the Design
programs which all focus on the upkeep of the Downtown area. Four projects will be
worked on specifically in support of the Main Street marketing:
1. Yearly scheduled events
2. Dog Park Development Project (Completed 2019)
3. Commercial Incentive package
4. Design project which will encourage beautification and cleanliness of Main Street
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Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
Event Management:
Three (3) major events will be fully managed which include an annual Military
Appreciation Event, an annual Fall Festival, and an annual Christmas Parade.
Throughout the year special appreciation events will be held for businesses and
members. MSCA will provide event insurance appropriate for each event that is held
separate from the Fall Festival and Christmas Parade and will require participants (food
vendors, entertainers, etc.) to provide all necessary documentation before being allowed
to participate in any given event. The City of Crestview will provide event insurance for
the Fall Festival and Christmas Parade.
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Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
Exhibit C
Main Street Crestview Association
Organizational Policies and Fiscal Assurances
Main Street Association Board Policy
Internal Control Policy and Procedures
Policy: The Main Street Crestview Association (MSCA) administration has primary
responsibility for establishing and monitoring all aspects of fraud risk -assessment and
prevention activities.
Purpose: MSCA is and wishes to ensure its members and contracts that it is proactive
in reducing fraud opportunities by (1) identifying and measuring fraud risks, (2) taking
steps to mitigate identified risks, and (3) implementing and monitoring appropriate
preventive and internal controls and other deterrent measures.
Scope: This administrative procedure is limited to financial and asset related fraud
within MSCA.
In order to minimize the risk of fraudulent activities affecting the Financial Statement
presentation of MSCA, high -risk areas have been identified and steps planned to
safeguard the assets. The majority of transactions identified as high risk have various
input and approval processes.
MSCA maintains adequate insurance to ensure that theft, damage, or misuse of MSCA
property would not materially affect the financial statements. Management has
considered all the areas identified below to be areas of risk and has set stringent
internal controls. By segregating duties, this reduces the likelihood that errors
(intentional or unintentional) will remain undetected by providing for separate processing
by different individuals at various stages of a transaction and for independent reviews of
the work performed. Management continuously seeks and reviews new procedures to
enhance internal controls.
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Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
Internal controls by area of risk:
Cash Receipts
The MSCA designated representatives takes in cash and checks on a daily and periodic
basis and records payments, including credit card transactions, to a members or event
customers account. The designated representative reconciles the cash and checks to
assure they match each deposit.
Checks are made payable to Main Street Crestview Association and are immediately
endorsed for deposit. Receipts are used for all transactions processed. All cashiered
checks, cash and credit cards are reconciled and submitted to the Treasurer. Deposits
are taken to the bank as soon as possible to minimize the amount of cash on hand.
Personnel independent of cash transactions do the Bank reconciliation (Treasurer).
Deposits are placed in a locked bag and transported to the bank by a person not
involved in bank reconciliation.
2. Cash Disbursements
All disbursements, with the exception of petty cash and certain wire transfers, are made
by check. All checks are pre -numbered by the general ledger system. Checks are
computer generated in QuickBooks and printed. The checks are processed for payment
by the Treasurer and the checks are signed by two MSCA representatives. Two
designated officers are authorized to process checks if the Treasurer is unavailable.
Petty cash disbursements must have original approved receipts and are limited to
$125.00.
Appropriations and Budgetary Controls
The Board of Directors approves the yearly operating budget. Should line item changes
need to be made during the year, the request is made to the executive committee, who
decides whether or not the request should go to the full board for consideration.
Financial Records are audited yearly by a selected member not holding interests in
MSCA.
4. Receivables
Posting of accounts receivables are made by the designated representative.
Receivables are thru membership dues, special events, partnerships, sponsorships,
brick sales and contracts. The POC designated person is the person responsible for all
posting and tracking of funds and receivables paperwork. All membership and special
event applications with payments must go to the designated person first. The
designated person processes deposits and copies the Treasurer all receipt information.
All fund raising projects will follow the same procedures.
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1
Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
5. Investments
Investments of property or items that require tracking will be identified as MSCA
property and inventoried.
6. Inventories
Periodic physical inventory counts are conducted within each fiscal year-end. The
receivables designated person is also responsible for all inventory of MSCA items.
7. Accounts Payable
Accounts payable ledgers are produced and periodically reviewed by management,
Cutoff procedures at year-end are adhered to ensuring inclusion of items purchased
during the previous year. After all appropriate approvals and receipts have been
received, the Disbursement Request is processed by Accounts Payable for payment. All
vendor checks are signed with two signatures as noted in the "Cash disbursements"
section. No one other than the Executive Board can approve a purchase or contract
agreement.
8 Fixed Assets
The Executive Director is responsible for tracking fixed assets and maintains the
software responsible for tracking. The Board of Directors approves all property
dispositions. Any stolen/missing items are identified through physical inventory
processes.
9. Payroll Currently all payroll is processed as independent contractors.
10. Purchases
Purchases must be supported by Board approval. No one other than the Executive
Board can approve a purchase, commit to an expense or contract agreement.
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Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
Main Street Crestview Association (MSCA)
Fraud and Theft Guideline
MSCA will identify and promptly investigate any possibility of fraudulent or related
dishonest activities against MSCA and, when appropriate, to pursue legal remedies
available under the law. MSCA promotes an organizational environment and culture that
requires honesty and ethical behavior and encourages the prevention of fraud by raising
awareness of the need for high standards of personal and professional conduct. Any act
of fraud, illegal acts or misconduct ascertained upon investigation, or pursuant to a
criminal conviction, or through written acknowledgment by the member concerned, shall
result in the appropriate disciplinary and legal actions against the member and/or
entities. This includes restitution and/or forwarding information to the appropriate
authorities for criminal prosecution. The repayment of losses will be sought in all cases
and MSCA will normally expect to recover all costs in addition to the recovery of losses.
Purpose:
MSCA wishes to be seen by the public and members, as being honest and opposed to
fraud in the way it conducts its business. MSCA's ethical behavior and fraud reporting
administrative procedure addresses the responsibility of
Management and members for the detecting and reporting of fraud or suspected fraud.
Scope:
This policy is limited to financial and asset related fraud within MSCA.
Definitions
For the purposes of this policy, fraud shall include but not be limited to:
• Theft or misappropriation of MSCA assets
• Submitting false claims for payments or reimbursement
• Accepting or offering a bribe or accepting gifts or other favors under
circumstances that might lead to the inference that the gift or favor was intended
to influence a members or staff in their decision -making while serving MSCA.
• Accepting a commission (kick back) from or paying same to a third party in
exchange for MSCA Services
• Black -mail or extortion
• Off Books' accounting or making false or fictitious entries
• Knowingly creating and/or distributing false or misleading financial reports
• Paying of excessive prices or fees where justification thereof is not documented
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Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
• Violation of MCSA procedures with the aim of personal gain or to the detriment of
MSCA
• Willful negligence intended to cause damage to the material interest of MSCA
• A dishonorable or irresponsible or deliberate act against the interests of MSCA.
For the purpose of this policy, an employee refers to the administration, Board of
Directors and staff members who receives remuneration, either full or part time, from
MSCA. Employee shall also include any volunteer who provides services to MSCA
through an official arrangement with MSCA, and other individuals associated with
MSCA who receive a check through the MSCA system.
Responsibility for the Detection and Prevention of Fraud
Employees at all levels are responsible for exercising due diligence and control to
prevent, detect and report acts of fraud. Those who fail to carry out these
responsibilities will be subject to disciplinary action up to and including termination of
employment.
Responsibility of Management
It is the responsibility of the administration to be familiar with the types of improprieties
that might occur in their area and be alert for any indication that improper activity,
misappropriation or dishonest activity is or was in existence and put in place controls to
avoid such occurrences. Members are expected to support and work with the Executive
Director and Board of Directors and law enforcement agencies in the detection,
reporting and investigation of dishonest or fraudulent activity including the prosecution
of offenders. If a fraud or theft is detected in an area, the Board of Directors is
responsible for taking appropriate corrective actions to ensure adequate controls exist
to prevent reoccurrence of improper actions.
Responsibility of Employees
It is the responsibility of all employees to conduct their MSCA business in such a way as
to prevent the occurrence of fraud and theft in the workplace. Employees must also be
alert to the possibilities for fraud and theft and be on guard for any indications that
improper or dishonest activity is taking place and to report fraud or theft when they think
it has occurred.
Reporting Fraud
It is the responsibility of all MSCA staff and Directors to report any suspicions of fraud,
without delay, according to the procedure described out below. Reporting anonymously
is also encouraged but requires sufficient details of the alleged wrongdoing to allow for
an investigation. Persons who cover up, obstruct, or fail to report, may be considered to
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Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
be an accessory after the fact and may be subject to disciplinary action and/or
discharge. Persons who threaten retaliation against a person reporting a suspected
fraud shall be reported to appropriate officials.
Care must be taken in dealing with suspected dishonest or fraudulent activities to avoid:
• Incorrect accusations
• Alerting suspected individuals to an investigation underway
• Treating members unfairly
For all employees and management, the incident, facts, suspicions or allegations should
not be discussed with anyone inside or outside MSCA unless specifically directed to do
so by the Director or the designee investigating the incident. In particular, the matter
should not be discussed with the individual suspected of fraud.
Steps to Follow In Reporting Suspected Fraud or Theft
Fraud can be detected at any level within MSCA and the following general principles
should apply in the reporting of suspected fraud:
• A person who suspects that fraudulent practice may be occurring should, in the
first instance, report the matter to his/her immediate supervisor. Should the
employee not feel comfortable reporting the suspicion of fraud to a supervisor,
then the employee should have no hesitancy in reporting the matter directly to
the Executive Director or to an Officer of the Board of Directors.
• Once a report of suspected fraud is made to a supervisor, the supervisor must
report the suspected fraud directly to the Director or Board President. In the
absence of the Board President, the Vice President should be notified. The
person reporting suspected fraud should complete a Fraud Incident Report.
Main Street Crestview Association
Fraud Incident Report- Must include the following:
Name of person suspected of possible theft/fraud date and time suspected event
occurred
Location of suspected event
Describe suspected event
Have the police been notified? If so, is there a police report available?
Name of person suspected fraud/theft event reported to
Names of witnesses:
Changes are Underlined/Italics
Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
Signature of reporting employee
Date reported
Main Street Crestview Association
Purchasing Procedures
• The Executive Board assigned Purchasing Agent is the only person that is
authorized to process purchase requests.
• The Agent is the only person that when items are received determines if it is an
inventory item or needs to be distributed to a specific person or committee.
• The Agent oversees the distribution of purchased items.
• All purchase receipts remain at a Board designated location where official
records are housed and the Agent is in charge of filing and keeping track of all
receipts. Copies of all receipts are sent to the Treasurer.
• The Agent will process purchase requests and payment requests for received
items.
• All purchases made with personal funds for any items that need reimbursement
must have prior approval before any reimbursement can be made. After the fact
purchases will not be reimbursed unless, the purchase it is determined to be an
emergency situation that required it.
• All receipts are turned in to the Agent with explanation of use.
• The Agent submits to the Treasurer receipts for payment and pays the bills.
• The Agent submits on a monthly basis a recap of expenditures to Contractors
demonstrating contract compliance.
Changes are Underlined/Italics
Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
Changes are Underlined/Italics
Community Redevelopment Agency of
The City of Crestview, Florida
"s' 198 Wilson Street North
Crestview, FL 32536
INTERNAL REVENUE SERVICE
P. 0. BOX 2508
CINCIiNATI, OH 45201
DEPARTMENT OF THE TREASURY
2004 Employer Identification Number:
A Date: i33-1040900
DLN:
204037015
MAIN STREET CRESTVIEW ASSOCIATION Contact Person:
INC EUGENIA P ASCENCIO-MADRIGAL. ID;( 95133
P.O. DRAWER 1209 Contact Telephone Number:
CRESTVIEW, FL 32536 (877) 829-5500
Accounting Period Ending:
September 30
Form 990 Required:
Yes
Addendum Applies:
Yes
Dear Applicant:
Based on information supplied, and assuming your operations will be as
stated in your application for recognition of exemption, we have determined
you are exempt from federal income tax under section 501(a) of the Internal
Revenue Code as an organization described in section 501(c)(3).
We have further determined that you are not a private foundation within
the meaning of section 509(a) of the Code, because you are an organization
described in sections 509(a) (1) and 170(b)(1)(A)(vi).
If your sources of suppoit, or your purposes, character, or method of
operation change, please let us know so we can consider the effect of the
change on your exempt status and foundation status. In the case of an amend-
ment to your organizational document or bylaws, please send us a copy of the
amended document or bylaws. Also, you should inform us of all changes in your
name or address.
As of January 1, 1984, you are liable for taxes under the Federal
Insurance Contributions Act (social security taxes) on remuneration of $100
or more you pay to each of your employees during a calendar year. You are
not liable for the tax imposed under the Federal Unemployment Tax Act (FUTA).
Since you are not a private foundation, you are not subject to the excise
taxes under Chapter 42 of the Code. However, if you are involved in an excess
benefit transaction, that transaction might be subject to the excise taxes of
section 4958. Additionally, you are not automatically exempt from other
federal excise taxes. If you have any questions about excise, employment, or
other federal taxes, please contact your key district office.
Grantors and contributors may rely on this determination unless the
Internal Revenue Service publishes notice to the contrary. However, if you
lose your section 509(a)(1) status, a grantor or contributor may not rely
on this determination if he or she was in part responsible for, or was aware
of, the act or failure to act, or the substantial or material change on the
Letter 947 (DO/CG)
Exhibit D
Changes are Underlined/Italics
Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
-2-
MAIN STREET CRESTVIEW A6SOCIATTON
part of the organization that resulted in your loss of such status, or if he or
she acquired knowledge that the Internal Revenue Service had given notice that
you would no longer be classified as a section 509(a) (1) organization.
Donors may deduct contributions to you as provided in section 170 of the
Code. Bequests, legacies, devises, transfers, or gifts to you or for your use
are deductible for federal estate and gift tax purposes if they meet the
applicable provisions of Code sections 2055, 2106, and 2522.
Contribution deductions are allowable to donors only to the extent that
their contributions are gifts, with no consideration received. Ticket pur-
chases and similar payments in conjunction with fundraising events may not
necessarily qualify as deductible contributions, depending on the circum-
stances. See Revenue Ruling 67-246, published in Cumulative Bulletin 1967-2,
on page 104, which sets forth guidelines regarding the deductibility, as chari-
table contributions, of payments made by taxpayers for admission to or other
participation in fundraising activities for charity.
In the heading of this letter we have indicated whether you must file Form
990, Return of Organization Exempt From Income Tax. If Yes is indicated, you
are required to file Form 990 only if your gross receipts each year are
normally more than $25,000. However, if you receive a Form 990 package in the
mail, please file the return even if you do not exceed the gross receipts test.
If you are not required to file, simply attach the label provided, check the
box in the heading to indicate that your annual gross receipts are normally
$25,000 or less, and sign the return.
If a return is required, it must be filed by the l5th day of the fifth
month after the end of your annual accounting period. A penalty of $20 a day
is charged when a return is filed late, unless there is reasonable cause for
the delay. However, the maximum penalty charged cannot exceed $10,000 or
5 percent of your gross receipts for the year, whichever is less. For
organizations with gross receipts exceeding $1,000,000 in any year, the penalty
is $100 per day per return, unless there is reasonable cause for the delay.
The maximum penalty for an organization with gross receipts exceeding
$1,000,000 shall not exceed $50,000. This penalty may also be charged if a
return is not complete, so be sure your return is complete before you file it.
You axe required to make your annual information return, Form 990 or
Form 990-EZ, available for public inspection for three years after the later
of the due date of the return or the date the return is filed. You are also
required to make available for public inspection your exemption application,
any supporting documents, and your exemption letter. Copies of these
documents are also required to be provided to any individual upon written or in
person request without charge other than reasonable fees for copying and
postage. You may fulfill this requirement by placing these documents on the
Internet. Penalties may be imposed for failure to comply with these
requirements. Additional information is available in Publication 557,
Tax -Exempt Status for Your Organization, or you may call our toll free
number shown above.
Letter 947 (DO/CG
Changes are Underlined/Italics
Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
-4-
MAIN STREET CRESTVIEW ASSOCIATION
If we have indicated in the heading of this letter that an addendum
applies, the enclosed addendum is an integral part of this letter.
Because this letter could help resolve any questions about your exempt
status and foundation status, you should keep it in your permanent records.
We have sent a copy of this letter to your representative as indicated in
your power of attorney.
If you have any questions, please contact the person whose name and
telephone number are shown in the heading of this letter.
Sincerely yours,
Lois G. Lerner
Director, Exempt Organizations
Rulings and Agreements
Letter 947 (DO/CG)
Changes are Underlined/Italics
Community Redevelopment Agency of
The City of Crestview, Florida
198 Wilson Street North
Crestview, FL 32536
MAIN STREET CRESTVIEW ASSOCIATION, INC as Contractor, shall comply with
the requirements of Florida's Public Records law. In accordance with Section
119.0701, Florida Statutes, Contractor shall:
a. Keep and maintain public records required by the public agency in order to perform
the service.
b. Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or
copied within a reasonable time at a cost that does not exceed the cost provided under
Florida's Public Records Law or as otherwise provided by law.
c. Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of this contract if Contractor
does not transfer the records to the public agency: and
d. Upon completion of the contract, transfer, at no cost, to the public agency all public
records in possession of Contractor or keep and maintain public records required by
the public agency to perform the service. If Contractor transfers all public records to
the public agency upon completion of the contract, Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements. If Contractor keeps and maintains public records
upon completion of this contract, the Contractor shall meet all applicable requirements
for retaining public records. All records stored electronically must be provided to the
public agency, upon request from public agency's custodian of public records, in a
format that is compatible with the information technology systems of the public agency.
e. If Contractor has questions regarding the application of Chapter
119, Florida Statutes, to Contractor's duty to provide public
records relating to this Agreement, Contractor shall contact the
Custodian of Public Records at:
City Clerk, City of Crestview
198 North Wilson Street
P.O. Box 1209
Crestview, Florida 32536
(850) 682-1560 Extension 250
cityclerk(a�cityofcrestview.orq
f. In the event the public agency must initiate litigation against Contractor in order to
enforce compliance with Chapter 119, Florida Statutes, or in the event of litigation filed
against the public agency because Contractor failed to provide access to public
records responsive to a public record request, the public agency shall be entitled to
recover all costs, including but not limited to reasonable attorneys' fees, costs of suit,
witness, fees, and expert witness fees extended as part of said litigation and any
subsequent appeals
Changes are Underlined/Italics
USE AND SUBSIDY AGREEMENT (REVISED)
THIS REVISED USE AND SUBSIDY AGREEMENT (the "Agreement") is entered into
by and between the CITY OF CRESTVIEW COMMUNITY REDEVELOPMENT AGENCY
(the "Agency") and Courthouse Suites, LLC a Florida limited liability company (the
"Developer') as of the_28th___day of October_ , 2019 ("Effective Date"). Agency
and Developer agree as follows:
Section 101. Purpose of the Agreement.
The Developer is the owner of a property located at 114 East Cedar Avenue, in the City
of Crestview, Florida ("Property"). The purpose of this Agreement is to effectuate the
Redevelopment Plan for the City of Crestview Community Redevelopment Agency by
providing for the following: Agency's payment to Developer in consideration of Developer
completing redevelopment of the Property and Agency's use of certain portions of the Property
in accordance with this Agreement. The Agency payment shall be in consideration for the
following: (i) Developer's renovation and redevelopment of the Property and completion of
construction of a full service commercial office facility and retail space on the Property of
approximately twenty (20) office suites, with administrative support for office tenants including
receptionist, conference rooms and office services, as well as retail spaces available for lease
and an outside courtyard area, to be known as the Courthouse Suites (the "Project"), in
accordance with this Agreement; (ii) Developer's satisfactory construction of the Project; (iii)
Developer's operation of the Courthouse Suites; and (iv) Agency's use of portions of the
improved Property as described in this Agreement. The development and use of the Property
pursuant to this Agreement, and the fulfillment generally of this Agreement, are in the vital and
best interests of the Agency, the City of Crestview ("City") and the health, safety, and welfare
of its residents, and in accord with the public purposes and provisions of applicable federal,
state, and local laws and requirements.
Section 102. The Redevelopment Plan.
This Agreement is subject to and made in accord with the Crestview Community
Redevelopment Plan which was originally approved and adopted on August 14, 1995 by the City
Council of the City of Crestview, and modified in 1998, 2015 and in 2017 by Ordinance No. 18-
("Redevelopment Plan"). The 2017 Redevelopment Plan is incorporated herein by
reference and made a part hereof as though fully set forth herein.
Section 103 The Property.
The property the subject of this Agreement ("Property') is located at 114 East Cedar
Avenue, in the City of Crestview, Florida. A legal description of the Property is attached hereto
as Exhibit A.
Stti-leethrouglu are deletions, Underlined/italics are additions.
Section 104 - Agency.
a Agency is a public body, corporate and politic, exercising governmental functions
and powers, and organized and existing under Chapter 163, Part II of the Florida Statutes.
Section 105 - Developer.
a. Developer is Courthouse Suites, LLC, a Florida limited liability company.
b. Whenever the teen "Developer" is used herein, such term means and include the
Developer as of the date hereof, and any assignee of or successor to its rights, powers and
responsibilities permitted by this Agreement.
Section 106 - Use of Property and Agency Subsidy.
a. Developer agrees to allow Agency to use three (3) premium offices as and when
needed, free of rent or other charges, for a period of ten (10) years, subject only to the unavailability
of such offices as a result of prior rental by Developer to third parties. The use of these offices also
includes Developer providing Agency paid utilities, access to a conference room onsite,
administrative support, including raxptionist services and use of copy machines, facsimile machines,
and related office services. The ten (10) year period will commence upon the issuance of a
Certificate of Occupancy for the Project and Agency's taking occupancy of the offices and continue
until ten (10) years after that date ("Initial Occupancy Period").
b. In consideration of Developer's completion of the Project and Developer's
allowance of the Agency's use offices, each measuring at least 160 square feet, for the Initial
Occupancy Period, Agency agrees to pay Developer in the amount of One Hundred Thousand
Dollars ($100,000.00) ("Agency Subsidy"). The payment of the Agency Subsidy will be made
within thirty (30) days of issuance of the Certificate of Occupancy.
2
Section 201— Assignments and Transfers.
a. Developer represents and agrees that its undertakings pursuant to this Agreement are
for the purpose of redeveloping the Property as a full -service commercial office building with
approximately twenty (20) offices and retail space, and not for speculation in land holding.
Developer further recognizes that the qualifications and identity of Developer are of particular
concern to the Agency and the Agency, in light of the following: (1) the importance of the
development of the Property to the general welfare of the community; (2) the public assistance
that has been made available by law and by the government for the purpose of making such
redevelopment possible; and (3) the fact that ownership or control of Developer or any other act
or transaction involving or resulting in a significant change in ownership or control of Developer,
is for practical purposes a transfer or disposition of the property then owned by Developer.
Developer further recognizes that it is because of such qualifications and identity that the Agency
is entering into the Agreement with Developer. Therefore, no voluntary or involuntary successorin-
interest of Developer shall acquire any rights or powers under this Agreement except as
expressly permitted herein ("Permitted Transfers"). Such Permitted Transfers include the lease
for occupancy of all or any part of the Project or the granting of easements or permits to facilitate
the development of the Property.
b. Prior to issuance of a Certificate of Occupancy ("Project Completion"), Developer shall
not assign all or any part of this Agreement, or any interest herein, without the prior written
approval of the Agency. Subject to review of documentation effectuating any such proposed
assignment or transfer, the Agency agrees to reasonably give such approval if the assignment is
a Permitted Transfer.
c. For the reasons cited above, Developer represents and agrees for itself and any
successor -in- interest that prior to Project Completion, without the prior written approval of the
Agency, there shall be no significant change in the ownership of Developer or in the relative
proportions thereof, or with respect to the identity of the parties in control of Developer or the
degree thereof, by any method or means, except Permitted Transfers. In any case, all successorsin-
interest of the Property or assignees will be bound by the provisions of this Agreement until this
Agreement terminates by its own terms.
d. Any assignment or transfer of this Agreement or any interest herein or significant
change in ownership of Developer, other than certain Permitted Transfers, shall require the
approval of the Agency, which shall not be unreasonably withheld. To the extent Agency
approval of an assignment or transfer is required by this Agreement, in granting or withholding
its approval, Agency shall base its decision upon the relevant experience, financial capability
and reputation of the proposed assignee or transferee and the effect, if any, of such proposed
transfer on the public purposes of this Agreement, including, without limitation, (i) the proposed
transferee's current experience in owning and operating a full service office building comparable
in quality and size to the offices contemplated by this Agreement, and (ii) the proposed
transferee's financial commitments and resources are reasonably satisfactory to the Agency. In
3
addition, Agency shall not approve any assignment or transfer of this Agreement or any interest
herein or significant change in ownership of Developer that results in payment of consideration
to any person prior to Project Completion.
e. Developer shall promptly notify the Agency of any and all changes whatsoever in
the identity of the parties in control of Developer or the degree thereof, of which it or any of its
officers have been notified or otherwise have knowledge or information. Except for Permitted
Transfers, this Agreement may be terminated by the Agency if there is any significant change
(voluntary or involuntary) in membership, management or control, of Developer (other than such
changes occasioned by the death or incapacity of any individual) prior to Project Completion.
£ Permitted Transfers and any other assignments or transfers approved by the
Agency in conformance with this Agreement shall be evidenced by the Developer's, assignee's,
and Agency's execution of an assignment and assumption agreement, in which assignee shall
assume the duties and obligations of Developer created by this Agreement.
Section 202. Developer Obligations.
a. Developer has advised Agency that it has arranged for all necessary funding for completion
of the Project, including a commercial line of credit and private funding. Agency is relying on
Developer's assertion that it has secured sufficient funding to finance the Project to allow the
Project to be completed in a timely manner, with completion of the Project no later than January
31, 2019 ("Estimated Completion Date").
b. Developer, or its' agents or principals, owns the Property and has entered into a
construction contract with a reputable general contractor who can and will complete the Project
by the Estimated Completion Date. A project description and project drawings are attached hereto
as Exhibit B.
c. All construction of the Project will be done in conformance to the rules, regulations and
laws applicable to the Property and Project, and Developer agrees that it will proceed with
compliance to all laws, including nondiscrimination, labor laws, and all other state and federal
rules and regulations relating to the Project The Agency will have no responsibility or duty to
Developer or to any third party to review, inspect, supervise, pass judgment upon or approve
any of the work done on the Project. The Agency shall not be responsible for any of the work
of construction, improvement or development of the Property. Nothing contained in this
Agreement shall be deemed or construed to create a legal partnership, joint venture, or any
other similar relationship between the parties hereto or cause Agency to be responsible in any
way for the debts or obligations of Developer or any other person or entity.
d. As provided in F.S. 287.132-133, by entering into this Agreement or performing any
work in furtherance hereof, Developer certifies that it, and its affiliates, contractors, sub-
contractors or agents who will perform work on the Project, have not been placed on the
Convicted Vendor List maintained by the State of Florida Department of Management Services
within thirty-six (36) months immediately preceding the Effective Date.
4
e. It is the responsibility of Developer to ensure that zoning of the Property and all necessary
land use requirements to permit development of the Property and construction of the Project This
Agreement does not (a) grant any land use entitlement to Developer, (b) supersede, nullify or
amend any condition which may be imposed by the City of Crestview or any other entity in
connection with approval of the Project described herein, (c) guarantee to Developer or any other
party any profits from the development of the Property, or (d) amend any City laws, codes, rules
or requirements.
f Developer must complete the Project as it is described in this Agreement and secured a
Certificate of Occupancy by the proper public entity for the Project. If Developer does not
substantially complete the Project by January 31, 2019, unless the Agency has approved in writing
an extension to this estimated completion date, and obtain a Certificate of Occupancy, Agency
has no obligation to pay the Agency Subsidy and the Agency may terminate this Agreement.
g. The Developer, its successors and assigns, agree that no person shall on the grounds of
race, color, disability, national origin, religion, age, familial status, sex, or sexual orientation be
subjected to discrimination in the lease of any offices or rooms in the Project. Should such
discrimination occur, the Agency will provide notice to the Developer of a breach of this
condition and thereafter, Developer has 15 days to demand arbitration as to the claim of
discrimination. The parties will then mutually agree to an arbitrator and if they cannot agree, the
auspices of the American Arbitration Association will govern. This arbitration is independent of
any other actions being taken by other agencies. However, a finding by any other agency or court
that such discrimination has occurred may be relied upon by the Agency as conclusive proof of
a breach of this provision. If Developer does not demand arbitration within fifteen (15) days, or
if arbitration is conducted and it is determined by the arbitrator that discrimination occurred, the
Agency shall have the right to terminate this Agreement and pursue any and all other lawful
remedies. cost of such arbitration shall be bome by the non -prevailing party. Such non -prevailing
party shall be determined by the arbitrator.
Section 301 - Governing Law.
The law of the State of Florida shall govern this Agreement. Venue of any action to enforce this
Agreement shall be in Okaloosa County, Florida.
Section 302 - Successors and Assigns.
The Agency and Developer respectively bind themselves, their partners, successors, assigns and
legal representatives to this Agreement. Neither party to the Agreement shall assign the
Agreement or any portion of it without advance written consent of the other party.
5
Section 303 - Written Notice.
Whenever any party desires to give notice to the other party, it must be given by written notice,
sent by certified United States mail, with return i eueipt requested, addressed to the party for whom
it is intended. The places for giving of notice shall remain as set forth below until they shall have
been changed by written notice in compliance with the provisions of this section. Unless amended
in writing, the Developer and the Agency designate the following as the respective persons and
places for giving of notice:
To Community Redevelopment Agency:
CRA Director
City of Crestview Community Redevelopment Agency
198 Wilson Street North
Crestview, FL 32536
To Developer:
Alex Barthe, Owner
Courthouse Suites, LLC
114 E. Cedar Avenue
Crestview, FL 32536
Section 304 - Rights and Remedies.
a. Duties and obligations imposed by this Agreement and rights and remedies available
under them shall be in addition to and not a limitation of duties, obligations, rights and remedies
otherwise imposed or available by law.
b. No action or failure to act by the Agency or Developer shall constitute a waiver of a
right or duty afforded them under the Agreement, nor shall such action or failure to act constitute
approval of or acquiescence in a breach under it, except as may be specifically weed in writing.
Section 305 - Binding Authority.
Each person signing this Agreement on behalf of either party individually warrants that he
or she has full legal power to execute this Agreement on behalf of the party for whom he or she is
signing and is authorized to bind and obligate such party with respect to all provisions contained
in this Agreement.
6
Section 306 - Indemnification and Holcl Harmless.
The Developer agrees to protect, defend, reimburse, indemnify and hold the Agency, the City,
their agents, employees and elected officers and each of them, free and harmless at all times from
and against any and all claims, liability, expenses, losses, costs, fines and damages, including
attorneys fees, and causes of every kind and character (sometimes collectively "Liability") against
the Agency or City that arise out of this Agreement or due to the construction or operation of the
Project, except to the extent that any of the Liability results from the neg igence or willful
misconduct of the Agency or City. The Developer recognizes the broad nature of this
indemnification and hold harmless clause, and voluntarily makes this covenant and expressly
acknowledges the receipt of good and valuable consideration provided by the Agency in support
of this clause in accordance with the laws of the State of Florida. This paragraph shall survive the
termination of the Agreement.
Section 307 - Sovereign Immunity
The parties further agree, nothing contained herein is intended nor shall be construed to waive the
Agency and City rights and immunities under the Florida Constitution, common law, or Florida
Statutes 768.28, as amended from time to time
Section 308 - Time is of the Essence.
The parties acknowledge that time is of the essence in the performance of the provisions in this
Agreement.
Section 309 - Headings.
Headings in this Agreement are for the wuvenience of reference only and shall not be considered
in any interpretation of this Agreement.
Section 310 - Severability.
If any provision of this Agreement or application of it to any person or situation shall to any extent
be held invalid or unenforceable, the remainder of this Agreement, and the application of such
provisions to persons or situations other than those as to which it shall have been held invalid or
unenforceable, shall not be affected, and shall continue in full force and effect, and shall be
enforced to the fullest extent permitted by law.
Section 311 - Extent of Agreement.
This Agreement represents the entire and integrated Agreement between the Agency and the
Developer and it supersedes all prior negotiations, representations or agreements, either written
or oral.
7
Section 312 — Public Records.
Developer shall comply with the requirements of Florida's Public Records law. In accordance
with Section 119.0701, Florida Statutes, Developer shall:
a Keep and maintain public records required by the public agency necessary to build and
operate the Project.
b. Upon request from the Agency or City's custodian of public records, provide the Agency
with a copy of the requested records or allow the records to be inspected or copied within
a reasonable time at a cost that does not exceed the cost provided under Florida's Public
Records Law or as otherwise provided by law.
c. Ensure that public records that are exempt or confidential and exempt from public reoords
disclosure requirements are not disclosed except as authorized by law for the duration of
the contr act term and following completion of this contract if Developer does not transfer
the records to the Agency: and
d. Upon completion of the contract, transfer, at no cost, to the public agency all public records
in possession of Developer or keep and maintain public records required by the Agency to
perform the service. If Developer transfers all public records to the Agency upon
completion of the contract, Developer shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If
Developer keeps and maintains public records upon completion of this contract, the
Developer shall meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the public agency, upon request from public
agency's custodian of public ieurds, in a format that is compatible with the information
technology systems of the Agency.
e. If Developer has questions regarding the application of Chapter 119,
Florida Statutes to Developer's duty to provide public records relating to
this Agreement, Developer shall contact the Custodian of Public Records
at:
City Clerk, City of Crestview
198 North Wilson Street
P.O. Box 1209
Crestview, Florida 32536
(850) 682-1560 Extension 250
citvclerkacitvofcrestview.org
f. In the event the Agency must initiate litigation against Developer in order to enforce
compliance with Chapter 119, Florida Statutes, or in the event of litigation fled against the
Agency or City because Developer failed to provide access to public records responsive to
a public record request, the Agency and City shall be entitled to recover all costs, including
but not limited to reasonable attorneys' fees, costs of suit, witness, fees, and expert witness
fees extended as part of said litigation and any subsequent appeals.
R
Section 313 — Recordation.
This Agreement may be recorded in the Public Records of Okaloosa County, Florida.
IN WITNESS OF THE FOREGOING, the parties have set their hands and seals effective the
day and year written above.
AGENCY:
AlMST: COMMUNITY REDEVELOPMENT AGENCY
OF THE CITY OF CRESTVIEW, FLORIDA
City Clerk Agency Chair nan
Approved as to Foim and Correctness:
CRA Attorney
DEVELOPER:
Courthouse Suites, LLC
a Florida limited liability company
Alex Barthe, Owner
9
Section 313 — Recordation.
This Agreement may be recorded in the Public Records of Okaloosa County, Florida.
IN WITNESS OF THE FOREGOING, the parties have set their hands and seals effective the
day and year written above.
ATTEST:
a.."-alf
ity Clerk Agency Chairman
Approved as to Foul' and Correctness:
AGENCY:
COMMUNITY REDE
OF T
DEVELOPER:
CRESTVIE
NT AGENCY
, FLORIDA
Courthouse Suites, LLC
a Florida limited liability company
Alex B f 1
9
STATE OF FLORIDA )
COUNTY OF O /j c 16 c,.
The foregoing instrument was acknowledged before me on dCf,3/,2019
Alex Barthe, as Owner of Courthouse Suites, I ,I ,C, a limited liability company on behalf of the
company. He is personally known to me or produced as identification.
My commission expires:
OFFICIAL NOTARY SEAL
Loretta A. Scarclina
Commission No. GG102926
My Commission Expires
June 29, 2021
NOTARY PUBLI
a rctiat,,,_e_
D Name of Notary Public
10