PARTNERSHIP AND OPERATIONAL SUPPORT AND FUNDS AGREEMENT
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AGREEMENT
This Partnership and Operational Support and Funds 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 The Upper
Pinellas Association for Retarded Citizens, Inc., a Florida nonprofit corporation, whose address
is: 1501 North Belcher Road, Clearwater, FL 34625, 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, vocational and social skills and
good habits in all young people, adults and families including those with developmental
disabilities; and
WHEREAS, the City desires to provide programs and activities as a means to help young
people, adults and families with developmental disabilities; and
WHEREAS, the Agency has established programs that provide educational, motivational,
vocational, cultural and other activities for youth, adults and families in the community that have
developmental disabilities; and
WHEREAS, the Agency has provided these programs to the community for over 30 years and at
the Long Center for 15 years; and
WHEREAS, the Agency committed funds to the original construction of the Long Center; and
WHEREAS, the City owns certain land, facilities and buildings located at 1501 North Belcher
Road in the City of Clearwater, (the legal description of which is attached hereto and
incorporated herein as Exhibit "A") hereinafter referred to as the Center; and
WHEREAS, the Agency desires to partner with the City in providing educational, motivational,
vocational and cultural programs for those citizens with developmental disabilities; by occupying
and running certain day to day operations and offering programs within a certain portion of the
Center, more particularly described in Exhibit "B", attached hereto and made a part hereof.
NOW, THEREFORE, the parties agree as follows:
ARTICLE I. TERM
The term of this agreement shall be for a period of 5 years commencing on October 1, 2004
"Effective Date" and continuing through September 30,2009 "Termination Date". This
Agreement shall automatically renew for successive five (5) year periods unless notification is
provided, in writing, by the terminating party sixty (60) days prior to the end of the then current
term. However, nothing in this Agreement shall be deemed a waiver by the City of its right to
cancel or not to renew this Agreement as otherwise provided herein. The expression "term
hereof' refers to the initial term hereunder and to any extension thereof as provided herein.
ARTICLE II. RESPONSIBILITIES OF THE AGENCY
1. Services to be Provided: The Agency shall provide at a minimum the following
servIces:
a) Programs: Conduct educational, cultural, vocational and motivational programs at
the Center for the benefit young people, adults and families with developmental
disabilities throughout upper Pinellas County. Some of the core programs to be
provided are as follows:
i) Parent support groups and skills training
ii) Vocational training
iii) Job counseling and related economic development activities
iv) Development activities
v) Linkages to the health care system and other community services
vi) Outreach (including home visits when appropriate)
vii) Social outings and trips for clients
viii) Educational classes to teach basic life skills
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) Distribution of educational and promotional materials throughout the
community regarding programs and activities of the Agency.
c) Supervision of Center Activities and Common Areas: Supply the necessary
leadership and supervision for the conduct of Agency activities and their clients while
on Center property.
d) 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, subject to
approval by the City.
2. Area to be Served: Services rendered through this agreement shall be provided not only
to citizens of the corporate limits of Clearwater but also to citizens North ofUlmerton
Road and South of the Pasco County line.
3. Use of The Long 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.
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
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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.
g) Use of areas other than those described in Exhibit B: The Agency may use the
gymnasium and other Long Center space at no charge if available and upon
approval from the City.
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) 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.
5. Payment for operating expenses:
a) The Agency is responsible to pay for the following operating expenses related to
their use of the facility.
I. All operating expenses associated with that portion of the Center as described
in Exhibit B where they are either billed or metered exclusively for such use.
2. For the following items that are shared with the City, the Agency will be billed
monthly to pay 50% of the bill, payable by the 20th of each month.
-Water - domestic (does not include pool water)
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. Sewer
. Storm Water
. Gas (for hot water heater boiler)
. Utility Tax
. Fire Alarm Maintenance
3. The Agency shall pay for the dumpster used exclusively for Agency activities
and will pay for the elevator maintenance for the elevator that is included in
Exhibit B.
4. The Agency shall pay for their share of electrical consumption based on the
formula and sample attached in Exhibit C and payable by the end of each month.
5. The Agency and City will share equally in the cost to maintain those areas that
are determined to be common areas. The current common areas include the
following:
. Parking LotJDriveways
. Plaza Area (including first floor restrooms)
. Parking Lot and Driveway Lights
b) In the event another partner is included at the Long Center they will be
responsible to share in common area costs associated with its occupancy or use
relative to the facilities it utilizes or any costs that can be directly associated to
said occupancy or use apart from City or other partners.
c) The Agency will provide replacement maintenance for all major capital
components of the building including air conditioners, roof, painting, plumbing
and electrical for all areas described in Exhibit B.
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: 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.
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.
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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 and must be provided in
accordance with applicable law.
9. 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 (AICP A) Standards
for Non Profit Organizations or other mutually agreed upon standard.
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 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 reasonable access to 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.
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
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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.
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) 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 City's Parks and Recreation liaison before execution
of this Agreement by authorized City officials. Agency shall provide a copy of
applicable insurance policies at the request of the City.
14. 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 III. RESPONSIBILITIES OF THE CITY
1. Grant of Funds: There shall be no monetary funding by either party to this agreement.
2. Grant of In-Kind Services:
a) The City agrees to provide lawn and landscape maintenance for all areas described
in Exhibit "A".
b) The City agrees to pay for the solid waste cost for the dumpsters not serving
UP ARC.
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c) The City will provide for maintenance of the elevator in the plaza area and will
share in the maintenance of the first floor restroom with UP ARC.
d) The City shall provide for building property insurance under the City self-
insurance plan, however, if the Agency desires coverage for their contents they
will need to purchase their own policy. Agency shall provide insurance as
otherwise provided for herein.
e) The City will not provide any other additional in kind services, supplies, labor or
equipment whether on loan or for consumption to the Agency.
3. City Liaison: The Recreation Programming Superintendent 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.
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 be 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
sixty (60) 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), when
actually received or on the fifth (5th) business day after the day on which such notice is mailed
and properly addressed, whichever is earlier.
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.
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2. If to Agency, addressed to UP ARC, Chief Executive Officer, 1501 North Belcher Road,
Clearwater, FL 33765.
ARTICLE VIII. EFFECTIVE DATE
The effective date of this agreement shall be as of the first day of October 2004.
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IN WIT~EREOF, the parties hereto have set their hands and seals this \ 8 day of
OG ,2004.
Countersigned:
CITY OF CLEARWATER, FLORIDA
A~
B~anJ.A+ -~
Mayor
--------
By:
~t3.~
William B. Home, IT
City Manager
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THE UPPER PINELLAS ASSOCIATION FOR RETARDED CITIZENS, INC
BY:~
Printed e:~uc;kl~
Chief Executive Officer
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Exhibit "A"
Legal Description
A tract of land lying within the Northwest 1/4 of Section 7, Township 29 South, Range
16 East, Clearwater, Pinellas County, Florida and being more particularly described as
follows:
Commence at the Northwest corner of said Section 7; thence S 89035'50" E, along the
North line of the Northwest 1/4 of said Section 7, for 55.00 feet to the East right-of-way
line of Belcher Road; thence S 00004'51" E, along said East right-of-way line and along
a line being 55.00 feet East of and parallel to the West line of the Northwest 1/4 of said
Section 7, same also being the bearing basis of this description, for 480.50 feet to the
Southwest corner of that property described in O.R. Book 6247 on page 1429 and being
the Point of Beginning; thence S 89035'50" E, along the South line of said property, and
along a line 480.48 feet South of and parallel to the North line of said Northwest 1/4, for
390.04 feet to the center of a sanitary manhole; thence continue S 89035'50" E, along
said parallel line, for 272.65 feet to the centerline of a creek; thence southeasterly
approximately 850 feet along said centerline, same also being the westerly bounds of
that certain property described in O.R. Book 5851, on page 1012, the following nine (9)
courses being used for closure purposes; (1) thence S 33042'24" E, for 10.60 feet; (2)
thence S 20046'23" E, for 139.50 feet; (3) thence S 01002'42" E, for 100.92 feet; (4)
thence S 26041 '04" E, for 42.96 feet; (5) thence N 83042'51" E, for 33.70 feet; (6) thence
S 65053'11" E, for 50.08 feet; (7) thence S 54052'27" E, for 146.40 feet; (8) thence S
47012'36" E, for 199.78 feet; (9) thence S 79053'47" E, for 93.99 feet; thence, leaving
said creek centerline, S 89036'10" E, for 95.00 feet to the perpendicular intersection with
the East line of the Northwest 1/4 of the Northwest 1/4 of said Section 7; thence S
00023'50" W, along said East line, for 324.98 feet to the Southeast corner of the
Northwest 1/4 of the Northwest 1/4 of said Section 7; thence N 89044'07" W along the
South line of the Northwest 1/4 of the Northwest 1/4 of said Section 7, for 232.83 feet to
a point on the northeasterly right-of-way line of a 60.00 foot Seaboard Coast Line
Railroad right-of-way; thence N 72045'16" W, along said northeasterly line, for 1085.20
feet to the East right-of-way line of Belcher Road; thence N 00004'51" W along said East
line and along a line 55.00 feet East of and parallel to the West line of the Northwest 1/4
of said Section 7, for 539.23 feet to the Point of Beginning, and containing 15.78 acres,
more or less.
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Exhibit "e"
~ ~ CITY OF CLEARWATERjELECTRIC CHARGES
TO: Larry Torbert
Tom Buckley
FROM:
DATE:
MONTHLY ELECTRIC COMPUTATION
Period from/ period to
1 "B" Building Meter
4 Pool Meter
5 Football Lights
3 Center Share of Perimeter Lights
3,860
136,320
25,610
1,130
1,365
Center's Monthly KWH
r UP ARC'S Monthly KWH
283,130
164,425 #1+#4+#5+(#3-#5/2)=LC
118,705 M - LC
TOTAL KWH
283,130
UP ARC'S KWH
TOTAL KWH
UP ARC'S USAGE %
118,705
283,130
41.93%
CENTER'S KWH
TOTAL KWH
CENTER'S USAGE %
164,425
283,130
58.07%
Statement Amount
$19,089.40
UPARC'S SHARE
CENTER'S SHARE
TOTAL STATEMENT AMOUNT
$8,003.42
$11,085.98
$19,089.40
;TltlRiJi~"X"I1!ii""tnimMl_.."fuW''''. ..".,,,' %'
Ml!iill~ligli.illll9t~*"/.}./..'tF. TJ~
L1
#1
#4
#5
#3
(#3-#5)
(#3-#5)/2
2,730
1365
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FLORIDA POWER -- METER READINGS
Reading Date:
7/12/2004
#M Main Meter This reading: 01 21 11 71 31 21
Last Month Reading: I 01 21 01 51 01 11
2 3 x 230 2 8 3 3 o KWH
#1 B Meter This reading: 01 01 41 31 31 11
(#1 Meter) Last Month Reading: I 01 01 31 31
71 61
5 6 8 x 240 3 6 3 2 o KWH
#2 Kitchen Meter This reading: 31 41 81 91 11
(#2 Meter) Last Month Reading: 1 01 11
31 41 81 91
x 240 3 2 o KWH
average
#3 BS Meter This reading: 71 51 71 91 11
Site/Sports) Last Month Reading: I
01 71 51 41 01 51
3 8 6 10 3 8 6 o KWH
#4 BP Meter This reading: 11 61 81 41 11 11
(pool) Last Month Reading: I 11 61 51 01
81 51
2 5 6 10 2 5 6 o KWH
#5 FL Meter This reading: 21 21 81 21 61
(Football Lights) Last Month Reading: I
01 21 2/ 71 11 31
3 10 3 o KWH