AGREEMENT TO PROVIDE CULTURAL PROGRAMS
AGREEMENT
This Partnership and Operational Support Agreement is made and entered into between the City
of Clearwater, whose address is: Attn: Parks and Recreation Director, Post Office Box 4748,
Clearwater, FL 33758-4748, hereinafter referred to as the City, and Life Force Cultural Arts
Academy, Inc., whose address is: 1606 N. Highland Avenue, Clearwater, FL 33755, referred to
as the Agency.
WHEREAS, it has been determined to be highly desirable and socially responsible to provide
activities to build and foster the confidence, educational, cultural and social skills and good
habits in young people, adults and families; and
WHEREAS, the City desires to provide programs and activities as a means to help young
people, adults and families; and
WHEREAS, the City has recognized the need for community cultural programs as outlined in
the Clearwater Cultural Plan and supported by the Parks and Recreation Master Plan; and
WHEREAS, the Agency has proposed to provide cultural arts experiences for local residents
with activities for youth, adults and families; and
WHEREAS, the City owns the Kings Highway Center Building, hereinafter referred to as the
Center, located at 1751 Kings Highway Road, Clearwater;
WHEREAS, the Agency desires to partner with the City in providing cultural programs by
running the day to day operations and offering programs at the Center; and
NOW, THEREFORE, the parties agree as follows:
ARTICLE I. TERM
1. Term: The term ofthis agreement shall be for a period of5 years commencing on the 1st day
of October, 2008 and continuing through the 30th day of September, 2013 (the Termination Date)
unless earlier terminated under the terms ofthis agreement.
2. Options to Renew: This agreement may be extended by mutual written agreement of the
parties for four (4) additional periods offive (5) years, on the same terms and conditions as are
set forth herein.
ARTICLE II. RESPONSIBILITIES OF THE AGENCY
1. Services to be Provided: One of the Agency's goals shall be to provide cultural arts
experiences through a Performing Arts Academy at the Center.
a) Programs: The Academy will provide a variety of performing arts classes such
as:
i) Drama (Acting, creative writing, directing, producing, sound and
lighting, set design)
ii) Dance (Ballet, Modem, Hip-Hop, African and Swing)
iii) . Music (Piano, Violin, Drumming, Voice)
iv) Image Presentation, Grooming
b) Assistance to the Community: The Agency will maintain communication and
interaction with the surrounding community through such avenues as:
i) Facilitation and support of community meetings and activities
ii) Facilitation and support for use of center as a voting site
c) Assistance to the City: Provide Agency personnel and volunteers to operate and
provide programs at the Center.
d) Hours of Operation: As much as possible, the Agency will provide programs
and activities at the center on a daily basis (Monday - Friday) and establish regular
operating hours for a minimum of 30 hours per week.
2. Area to be Served: Services rendered through this agreement shall be provided within
the corporate limits of the City as it now exists and as its boundaries may be changed
during the term of this agreement.
3. Use of Kings Highway Center:
a) No Illegal Use: The Agency promises and agrees that they will make or allow no
unlawful, improper or offensive use of the premises. Further, the Agency
understands and agrees that this provision specifically prohibits, among other acts,
the sale, consumption or use of alcoholic beverages or controlled substances
anywhere in, on or around the Center and those adjacent areas used by the
Agency.
b) Rules for Use: Rules and regulations governing the use of the Center may be
established by the Agency, providing they are not in conflict or inconsistent with
the ordinances, policies or operating rules of the City or of this Agreement. Such
rules and regulations developed by this Agency may provide for and allow
reasonable user fees to be retained by the Agency.
c) Inspection by City: The Agency understands and agrees that the Center premises
may be entered and inspected at any time by the City's officers, agents and
employees. The City shall make its best effort to notify the Agency at least 48
hours prior to any inspections.
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d) General Adherence to City Ordinances: Notwithstanding any limitations
implied by the provisions above, the Agency promises to observe all City
ordinances.
e) Signage: The Agency may place an identification sign on the Center or in the
park according to City codes with approval from the City at the Agency's
expense.
f) Structure: No permanent alterations or improvements to the interior or exterior
of the building may be made without the written consent of the City. Any
permanent structural additions approved by the City will become City property.
4. Maintenance of the Premises by the Agency.
a) Custodial Maintenance: The Agency shall maintain the Center and adjacent
areas used by the Agency in a clean and orderly condition.
b) Repair of Damage: The Agency understands and agrees that it is responsible for
and will cause to be repaired at the Agency's expense damage to the premises as a
result of their occupancy other than normal wear and tear or vandalism.
5. Payment for all operating expenses:
a) The Agency is responsible to pay all operating expenses associated with the
Center and its programs including utilities, electric, operating supplies, custodial
supplies, etc.
b) The City will provide maintenance through its Building and Maintenance
Department for all major capital components of the building including air
conditioners, roof, painting, plumbing, electrical, etc. The City shall have sole
discretion in determining the scheduling and extent of capital maintenance
projects.
c) The Agency will reimburse the City $7,200 annually for Building and
Maintenance charges. Quarterly payments will occur on or before December 31 st,
March 31st, June 30th and September 30th each year.
6. Payment of Fees and Taxes: The Agency shall obtain all required licenses at its own
expense and shall pay all required taxes necessary to the Agency's operation at the
Center.
7. Scheduled Reports of Agency Activities:
a) The Agency shall furnish the City Parks and Recreation Department, with an
annual report of activities conducted under the provisions of this agreement within
sixty (60) days ofthe end of the Agency's fiscal year. Each report is to identify
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the number of clients served, the type of activities, programs offered and costs of
such services.
b) The Agency agrees to submit progress reports and other information in such
format and at such times as may be prescribed by the City, and to cooperate in site
visits and other on-site monitoring (including, but not limited to, access to sites,
staff, fiscal and client records, and logs and the provision of related information).
8. Creation, Use, and Maintenance of Financial Records:
a) Creation of Records: Agency shall create and maintain financial and accounting
records, books, documents, policies, practices, procedures and any information
necessary to reflect fully the financial activities of the Agency. Such records shall
be available and accessible at all times for inspection, review, or audit by
authorized City representatives and shall produce such records as required by law.
b) Use of Records: Agency shall produce such reports and analyses that may be
required by the City to document the proper and prudent stewardship and use of
the facilities.
c) Maintenance of Records: All records created hereby are to be retained and
maintained for a period not less than five (5) years.
9. Audit and Management Letter: Within 120 days of the close of its fiscal year, Agency
agrees to submit to the City an independent fiscal audit of all its corporate activities and
any accompanying management letter(s). The audit will separately identify fees and
donations, and expenditures by program.
10. Non-discrimination: Notwithstanding any other provisions of this agreement during the
term of this agreement, the Agency for itself, agents and representatives, as part of the
consideration for this agreement, does covenant and agree that:
a) Nondiscrimination: Agency agrees that no person shall, on the grounds ofrace,
sex, handicap, national origin, religion, marital status or political belief, be
excluded from participation in, denied the benefit(s) of, or be otherwise
discriminated against as an employee, volunteer, or client of the provider. Agency
agrees to maintain reasonable accommodation and access for handicapped
persons.
b) Inclusion in Subcontracts: The Agency agrees to include the requirement to
adhere to Title VI and Title vn of the Civil Rights Act of 1964 in all approved
sub-contracts.
c) Breach of Nondiscrimination Covenants: In the event of conclusive evidence
of a breach of any of the above non-discrimination covenants, the City shall have
the right to terminate this agreement immediately.
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11. Publicizing of City Support: Agency agrees to utilize every reasonable opportunity to
publicize the support received from the City. Agency further agrees to supply the City,
up to three copies of any publication developed in connection with implementation of
programs addressed by this Agreement. Such publications will state that the program is
supported by the City.
12. Liability and Indemnification: The Agency shall act as an independent contractor and
agrees to assume all risks of providing the program activities and services herein agreed
and all liability therefore, and shall defend, indemnify, and hold harmless the City, its
officers, agents, and employees from and against any and all claims of loss, liability, and
damages of whatever nature, to persons and property, including, without limiting the
generality of the foregoing, death of any person and loss of the use of any property, except
claims arising from the negligence or willful misconduct of the City or City's agents or
employees. This includes, but is not limited to matters arising out of or claimed to have
been caused by or in any manner related to the Agency's activities or those of any
approved or unapproved invitee, contractor, subcontractor, or other person approved,
authorized, or permitted by the Agency in or about its premises whether or not based on
negligence. Nothing herein shall be construed as a consent by the City to be sued by third
parties, or as a waiver or modification of the provisions of Section 768.28, Florida
Statutes or the Doctrine of Sovereign Immunity.
13. Insurance: The Agency shall procure at its expense and maintain during the term of this
Agreement insurance as shown below:
a) A Comprehensive General Liability policy covering claims for injuries to persons
or damage to property which may arise from or in connection with use of the
Center premises by the Agency including all activities occurring thereon.
b) An Automobile Liability Policy covering claims for injuries to persons or damage
to property that arise from or in connection with use of a motor vehicle owned by
the Agency.
c) Insurance procured in accordance with sections 13 (a) and (b) shall have
minimum coverage limits of $1 ,000,000.
d) Each insurance policy issued as a requirement oftms Agreement shall name the
City of Clearwater as an additional named insured. The coverage shall contain no
special limitations on the scope of protection afforded to the City, its officials,
employees, agents or volunteers.
e) Worker's Compensation. Coverage shall apply for all employees in an amount at
least equal to the statutory limits of coverage according to applicable State and
Federal laws. In addition, the policy shall include employer's liability coverage
with a limit of $500,000 per occurrence.
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t) The Agency shall furnish the City with Certificate(s) of Insurance with all
endorsements affecting coverage required by this section. These forms shall be
received and approved by the Parks and Recreation Director before execution of
this Agreement by authorized City officials. The Agency shall provide a copy of
any or all insurance policies upon request by the City. All policies of insurance
must be endorsed to provide the City with thirty (30) days' notice of cancellation
or restriction.
ARTICLE III. RESPONSIBILITIES OF THE CITY
1. Grant of Funds: The City is not and will not be contributing any funds except as
provided for herein for the maintenance ofthe Center.
2. Grant of In-Kind Services:
a) The City agrees to provide lawn and landscape maintenance services for all areas
in the park and around the Center as annual budgets allow.
b) The City will provide maintenance through its Building and Maintenance
Department for all major capital components of the building including air
conditioners, roof, painting, plumbing, electrical, etc. The City shall have sole
discretion in determining the scheduling and extent of capital maintenance
projects.
c) The City will pay for the balance of annual Building and Maintenance charges,
exceeding $7,200 per year as set for in Article 2, Section 5c. This amount may be
adjusted at the renewal dates set forth in Article I, Section 2.
d) The City will not provide any other additional in kind services, supplies, labor or
equipment whether on loan or for consumption to the Agency.
e) The City will allow the Agency to use an agreed upon inventory of existing
furnishings remaining on site i.e. chairs, tables, file cabinets, and desks. Agency
will be responsible for maintenance and replacement of items if needed.
3. City Liaison: The Recreation Programming Division of the City of Clearwater will serve
as the City Liaison for the Agency
ARTICLE IV. DISCLAIMER OF WARRANTIES
This Agreement constitutes the entire Agreement between the parties on the subject hereof and
may not be changed, modified, or discharged except by written Amendment duly executed by
both parties. No representations or warranties by either party shall be binding unless expressed
herein or in a duly executed Amendment hereof.
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ARTICLE V. TERMINATION
1. For Cause: Failure to adhere to any of the provisions of this agreement as determined by
the City shall constitute cause for termination. This agreement may by terminated with
30 days written notice without any further obligation by City.
2. For Municipal Purpose: The City may terminate this Agreement in the event it
determines that the premises are required for any other municipal purposes by giving
ninety (90) days written notice of such intended use, following which this Agreement
shall terminate in every respect, and both parties shall be relieved of any further
obligations hereunder, except that Agency shall be responsible for full payment of all
costs and expenses resulting from the operation hereof, together with any other monies
due in accordance with this Agreement.
ARTICLE VI. NOTICE
Any notice required or permitted to be given by the provisions of this agreement shall be
conclusively deemed to have been received by a party hereto on the date it is hand-delivered to
such party at the address Indicated below (or at such other address as such party shall specify to
the other party in writing), or if sent by registered or certified mail (postage prepaid), on the fifth
(5th) business day after the day on which such notice is mailed and properly addressed.
1. If to City, addressed to Parks and Recreation Director, P.O Box 4748, Clearwater, FL
33758. With copy to: City Attorney, P.O. Box 4748, Clearwater, FL 33758.
2. If to Agency, addressed to Life Force Cultural Arts Academy, Inc., Artistic Director, 1606
N. Highland Avenue, Clearwater, FL 33755.
ARTICLE VII. EFFECTIVE DATE
The effective date of this agreement shall be as of the first day of October 2008.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals this
~ .2008.
\
-Sl.
2.2 day of
Countersigned:
CITY OF CLEARWATER, FLORIDA
::t--~y
Fraiik V. Hibbard
Mayor
~{J.~-t:
William B. Home, II
City Manager
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Attest:
AP~ form: . .
Laura Lipowski ~
Assistant City Attorney
L ARTS ACADEMY, INC.
LIFE FORCE C
By:
s~
Printed Name:
Chief Executive Officer
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