AGREEMENT TO PROVIDE EDUCATIONAL, MOTIVATIONAL AND CULTURAL PROGRAMSAGREEMENT
This Partnership, Operational Support and Funds Agreement is made and entered into
between the City of Clearwater, a municipal corporation of the State of Florida, whose address
is: Attn: Parks and Recreation Director, Post Office Box 4748, Clearwater, FL 33758-4748,
("City'), and Pinellas Core Management Services, Inc. (PCMS), a Florida Not-For-Profit
Corporation, whose address is: 4500 140th Ave., N., Suite 220, Clearwater, Florida 33762,
("Agency" or "PCMS") (each individually referred to herein as "Party" or collectively as the
"Parties".
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 owns the Martin Luther King Center Building, ("Center"), located
at 1201 Douglas Avenue, Clearwater, Florida; and
WHEREAS, PCMS has contracted with the Pinellas County Juvenile Welfare Board to
provide services and oversight for programs and activities at the Martin Luther King Center; and
WHEREAS, the Agency desires to partner with the City in providing educational,
motivational and 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. RECITALS, TERM
1. Recitals. The foregoing recitals are true and correct and are incorporated in and form a part
of this Agreement.
2. Initial Term: The term of this agreement shall be for a period of five (5) years commencing
on the 17th day of November 2008 ("Effective Date") and continuing through the 30th day of
September 2013 ("Termination Date") unless earlier terminated under the terms of this
agreement. This Agreement is subject to the continuation of the City's underlying Joint Land
Utilization Agreement with the Pinellas County School Board. Should the Joint Land Utilization
Agreement terminate for any reason, this Agreement shall terminate simultaneously therewith.
3. Options to Renew: The Parties shall have the option of extending this Agreement for an
additional period of five (5) years, based on the same terms and conditions as are set forth
herein, and subject to an extension of the City's underlying Joint Land Utilization Agreement
with the Pinellas County School Board, upon written consent of the Parties ninety (90) days prior
to the expiration of this Agreement.
ARTICLE H. RESPONSIBILITIES OF THE AGENCY
Services to be Provided: The Agency shall provide at a minimum the following
services:
a) Programs: Conduct educational, cultural and motivational programs at the Center
for the benefit of neighborhood and Clearwater area youth, adults, and families. The
core programs shall include but not be limited to:
i) Parent support groups and skills training
ii) Family literacy services
iii) Job counseling and related economic development activities
iv) Child development activities
v) Linkages to the health care system and other community services
vi) Outreach (including home visits when appropriate)
vii) Childcare for parents who are attending classes or participating in
activities on site
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 groups currently utilizing the facility for
community meetings and activities
ii) Facilitation and support for use of center as a voting site
iii) Continue to provide office space to any current organizations that have
daily office hours and provide services to the community
City supports, but reserves the right to approve such third party use.
c) Assistance to the City: Provide Agency personnel and volunteers to operate and
provide programs at the Center as well as at other recreation facilities located on the
premises including basketball courts and tennis courts.
d) Supervision of Recreation Grounds: Supply the necessary leadership and
supervision to conduct Agency activities on the recreation grounds adjacent to the
Center.
e) Hours of Operation: As much as possible, the Agency will provide programs and
activities at the Center on a daily basis and establish regular operating hours similar
to those currently existing at the Center.
2. Area to be Served: Services rendered through this agreement shall be provided to
residents living within the corporate limits of the City as it now exists and as its
boundaries may be changed during the term of this agreement. The primary target
participant group shall reside in areas of the City with the 33755 zip code.
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3. Use of Martin Luther King 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 general law, 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 notify the Agency at least 48 hours prior to any
inspections unless entry is necessary due to an emergency as determined by the
City in its sole discretion.
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
upon termination or expiration of this Agreement.
4. Maintenance of the Center 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) Grounds Maintenance: The Agency shall maintain the grounds and parking lot
surrounding the Center from all trash and debris.
C) 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 Center other
than normal wear and tear or vandalism.
d) Building Upgrades or Modifications: The Agency understands and agrees that
it is responsible for any new upgrades or modifications to the building that are
required to meet their programming needs, with any such permanent
improvements, upgrades or modifications being subject to City approval as
provided for herein.
5. Payment for all operating expenses: The Agency is responsible to pay all operating
expenses associated with the Center including but not limited to electric, water, sewer,
solid waste bill for dumpster at the Center, custodial, telephones, cable t.v. and minor
interior building maintenance.
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 of the end of the Agency's fiscal year. Each report is to
identify 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. Use and Disposition of Funds Received: Funds received by the Agency from the City
shall be used to pay for the above services as further described in a separate budget
proposal submitted by the Agency to the City (Attachment A). Funds existing and not
used for this purpose at the expiration of this agreement, or at earlier termination hereof
for any reason, shall be deemed excess to the intended purpose and shall be returned to
the City within thirty (30) days of such termination or expiration.
9. 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.
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b) Use of Records: Agency shall immediately produce such reports and analyses
that may be required by the City to document the proper and prudent stewardship
and use of the facilities and funds provided hereunder.
c) Maintenance of Records: All records created hereby are to be retained and
maintained for a period not less than five (5) years, and must be disclosed in
accordance with applicable law, including Chapter 119 of the Florida Statutes.
10. Audit and Management Letter: Within 120 days of the close of its fiscal year, Agency
agrees to submit to the City a certified independent fiscal audit of all its corporate
activities and any accompanying management letter(s). This audit shall be conducted
consistent with American Institute of Certified Public Accountants (AICPA) Standards
for Non Profit Organizations or other mutually agreed upon standard. The audit will
separately identify City revenues, fees and donations, and expenditures by program.
11. 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 of race,
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 access to handicapped persons as required by law.
b) Inclusion in Subcontracts: The Agency agrees to include the requirement to
adhere to Title VI and Title VII 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.
12. 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.
13. 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 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 to waive or modify the provisions of Section 768.28, Florida Statutes
or the doctrine of sovereign immunity. Nothing herein shall be construed as allowing for
a claim by a third party to this Agreement.
14. 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) A Business 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) Except for worker's compensation, each insurance policy issued as a requirement
of this 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) 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.
f) Worker's Compensation: The Agency shall provide worker's compensation
insurance for all their 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.
ARTICLE M. RESPONSIBILITIES OF THE CITY
Grant of Funds: The City, for the 2008/2009 budget year, agrees to budget a grant of
$87,300 (to be prorated as set out below) to the Agency to assist in funding Agency
activities and expenses as identified in this Agreement. The 2008-2009 grant shall be
prorated for the fiscal year and funded from the Effective Date of this Agreement through
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the end of the fiscal year. Grants for future years of this agreement are subject to annual
budget approval by the City Council.
2. Grant of In-Kind Services:
a) The City agrees to provide lawn and landscape maintenance for all areas in the
park and around the Center.
b) The City will provide maintenance for all major capital components of the
building including air conditioners, roof, painting, plumbing, and electrical.
C) The City will not provide any other additional in kind services, supplies, labor or
equipment whether on loan or for consumption to the Agency.
d) The City will gift to the Agency an agreed upon inventory of existing furnishings
remaining on site i.e. game tables, chairs, tables, file cabinets, and desks. Agency
will be responsible for maintenance and replacement of items if needed.
City Liaison: The Recreation Director of the City of Clearwater or his designee will
serve as the City Liaison with the Agency for purposes of fulfilling its obligations
hereunder.
4. Payments: During fiscal year 2009, payments will be made as follows: November 17,
2008, $18,000; March 1, 2009, $29,100; and July 1, 2009, $29,100. The annual grant, if
approved by the City Council thereafter, will be paid to the Agency in three installments.
October 1, March 1, and July 1 of the budget year for which the funds are authorized.
ARTICLE IV. DISCLAIMER OF WARRANTIES
This Agreement constitutes the entire Agreement between the Parties 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
ARTICLE V. TERMINATION
For Cause: Failure to adhere to any of the provisions of this agreement as determined by
the City in its sole discretion shall constitute cause for termination. This agreement may
be terminated with 30 days written notice without any further obligation by City. The
City reserves the right to retain any funds not yet disbursed hereunder at such time as a
cause for termination accrues.
2. For Municipal Purpose: In addition to right to terminate for cause, the City may
terminate this Agreement in the event it determines that the premises are required for any
other municipal purposes by giving sixty (60) days written notice of such determination,
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 of the Center
which remain unsatisfied, together with any other monies due in accordance with this
Agreement.
Pinellas County Juvenile Welfare Board (JWB) Funding: Failure to maintain JWB
funding for this location shall constitute cause for termination by the City in its sole
discretion.
4. Disposition of Fund Monies: In the event of termination for any reason, monies made
available to the Agency but not expended in accordance with this agreement shall be
returned to the City within thirty (30) days.
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.
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 Pinellas Core Management Services,
ARTICLE VII. CONTINGENCY
Future funding for this agreement is contingent upon yearly appropriations by the City Council.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals this _If day of
2008.
Countersigned:
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rank V. Hibbard
Mavor,-- ,
pproved as t o
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of
Laura Lipows 71-
Assistant City Attorney
CITY OF CLEARWATER, FLORIDA
By: - i"-_
William B. Horne, II
City Manager
City
E. Goudeau
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PINELLAS CORE MANAGEMENT SERVICES
By: Vw
Printed Na e:
President ) ? or.
PINELLAS CURL
iNIAI?TAG?F,A'LEl?rf SERVICES
4500 140 Avenue North, Suite 220
Clearwater, FL 33762.3845
Phone: 727.531.1980 Fax 727.507.8323
PCMS Board of Director's Resolution
Wednesday, November 05, 2008
Resolved, by the Board of Director's of Pinellas Core Management Services, Inc.
That, Roy Paul Lackey, Executive Director of Pinellas Core Management Services
(PCMS) is authorized by the PCMS Board to sign all contracts and agreements
That, this resolution is effective upon passage by the Board of Director's.
Chairperson
Board easurer
Board Secretary
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