PARTNERSHIP AGREEMENTAGREEMENT
This Partnership 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, ("City'), and the North Greenwood Community Coalition, a non-profit 501C-3
organization of the State of Florida, whose address is: 1402 North Martin Luther King Jr.
Avenue, Clearwater, FL 33755, ("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 and adults; and
WHEREAS, the City desires to provide programs and activities as a means to help young people
and adults; and
WHEREAS, the Agency has established programs that provide educational, motivational,
community recovery support groups and cultural activities for youth and adults in Pinellas
County; and
WHEREAS, the Agency has successfully provided these programs at other locations; and
WHEREAS, the City owns the Holt Avenue Youth Center Building, ("Center"), located at 1250
Holt Avenue, Clearwater; 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. TERM
Initial Term: The term of this agreement shall be for a period of three (3) years, commencing
on the 1 st day of May, 2010 ("Effective Date") and continuing through the 30"' day of April,
2013 ("Termination Date") unless earlier terminated under the terms of this agreement.
Options To Renew: This Agreement may be extended by mutual written agreement of the
parties for three (3) additional periods of three (3) years.
ARTICLE II. CONSIDERATION
In addition to providing the services as provided for herein, the Agency agrees to pay and the
City agrees to accept the total sum of One Dollar ($1.00) as consideration during the term of this
agreement, the receipt of which is hereby acknowledged.
ARTICLE M. RESPONSIBILITIES OF THE AGENCY
Services to be Provided: The Agency shall provide at a minimum the following
services:
a) Programs: Conduct educational, job training, 12 step recovery support group
activities and cultural programs at the Center for the benefit of neighborhood and
Clearwater area youth. Some of the core programs to be provided are as follows:
i) Academic enhancement activities
ii) Computer technical skills programs
ill) Programs to improve student self-esteem
iv) Cultural enrichment through cultural awareness programs
v) Substance abuse prevention services
b) Assistance to the City: Provide Agency personnel and volunteers to operate and
provide programs at the Center.
c) Supervision of Recreation Grounds: Supply the necessary leadership and
supervision to conduct Agency activities on the recreation grounds adjacent to the
Center.
d) Hours of Operation: The Agency will provide programs and activities at the Center
on a daily basis. The City may, in its sole discretion, specify hours of operation to be
observed by the Agency as in the best interest of the citizens of Clearwater.
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. The primary target participant group shall reside in
areas of the City with the 33755 zip code.
3. Use of Holt Avenue Youth Center:
a) No Illegal Use: The Agency promises and agrees that it 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 this Agreement. Such
rules and regulations developed by this Agency may provide for and allow
reasonable user fees to be retained by the Agency.
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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 reasonable effort to notify the Agency at least 48
hours prior to any inspections, however, the City may enter the facility at any
time, and in particular, if such 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, and 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.
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.
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 interior
building maintenance. The Agency will also provide maintenance for all major capital
components of the building including air conditioning, roof, painting, plumbing and
electrical.
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 reportof 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. 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.
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 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.
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 (AICPA) Standards
for Non Profit Organizations or other mutually agreed upon standard. 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 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 access to handicapped persons in compliance with the Americans with
Disabilities Act and other applicable law.
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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.
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
supportcd 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 sole 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 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. This Indemnification shall
survive termination or expiration of this Agreement.
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 with minimum coverage limits of
$1,000,000, 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.
As of the date of this Agreement, the Agency represents that it does not use any
automobiles in connection with its operation under this Agreement. In addition, the
Agency represents that all tutors or others providing services hereunder are not employees
of the Agency. The Agency hereby acknowledges that these are representations upon
which the City is relying and any misrepresentation related thereto could result in
significant liability. Therefore, the Agency indemnifies the City as to any such liability
(in addition to any other indemnification provided hereunder) and shall secure the
following auto and workers compensation insurance as same becomes applicable during
the term of this agreement or any extensions thereof. All insurance coverage and
indemnification hereunder shall survive termination or expiration of this Agreement.
b) A Business Automobile Liability Policy with minimum coverage limits of
$1,000,000, 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) 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.
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.
ARTICLE IV. RESPONSIBILITIES OF THE CITY
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 not provide any other additional in kind services, supplies, labor or
equipment whether on loan or for consumption to the Agency.
C) The City will not be providing monetary support in consideration for the services
provided under this Agreement.
2. City Liaison: The Recreation Director of the City of Clearwater or his designee will
serve as the City Liaison as to the relationship with the Agency as provided for hereunder.
ARTICLE V. 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 VI. 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.
2. Without cause: Either party may terminate this Agreement without cause with sixty (60)
days notice to the other party. Obligations of the Agency that have already accrued, or
those expressly set out to survive the termination or expiration of this Agreement shall
survive such termination or expiration.
3. For Municipal Purpose: In addition to the right to terminate for cause, the City may
terminate this Agreement in the event it determines that the premises is 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 of the Center which
remain unsatisfied at the date of termination, together with monies otherwise due in
accordance with this Agreement. Obligations of the agency which have already accrued,
or those expressly set out to survive the termination or expiration of this Agreement shall
survive such termination or expiration.
4. This Agreement is subject to annual budgetary funding approval by the City of
Clearwater Council. If at any time the City of Clearwater City Council elects, in its sole
discretion, not to fund the facility and its obligations hereunder, this Agreement shall
terminate immediately.
Regardless of the reason for termination, the City shall have no obligation whatsoever to
the Agency upon termination or at the natural expiration of the Agreement no matter the
investment made by the Agency in its use of the facility or in carrying out its obligations
hereunder.
ARTICLE VII. 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.
I . 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 North Greenwood Community Coalition, Chairman, 1402
North Martin Luther King Jr. Avenue, Clearwater, FL 33755.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals this 24 day of
rALLM 2010.
Countersigned: CITY OF CLEARWATER, FLORIDA
//V 5 "5rb ?B y
Frank Hibbard William B. Horne, R
Mayor City Manager
App ved as to form: Attest:
Laura Lipowski Mahony C hia E. Goudeau
Assistant City Attorney Ci Clerk
NORTH GREENWOOD COMMUNITY
COALITION
By:, aYt--
nathan R. Wade, Chairman
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