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PROVIDE CULTURAL PROGRAMS AT KINGS HIGHWAY CENTER 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 Mt. Carmel Community Development Corporation of Clearwater, Inc., whose address is: 1018 Pennsylvania 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 The term of this agreement shall be for a period of 5 years commencing on the 1 st day of October, 2003 and continuing through the 30th day of September, 2008 (the Termination Date) unless earlier terminated under the terms of this agreement. 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 classes in: i) Drama (Acting, creative writing, directing, producing, sound and lighting, set design) ii) Dance (Ballet, Modern, Hip-Hop, African and Swing) iii) Music (Piano, Violin, Drumming, Voice) iv) Modeling (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 and establish regular operating hours. 2. Area to be Served: Services rendered through this agreement shall be provided within the corporate limits ofthe 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 ofthe 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 adj acent 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 notify the Agency at least 48 hours prior to any inspections. d) General Adherence to City Ordinances: Notwithstanding any limitations implied by the provisions above, the Agency promises to observe all City ordinances. 2 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. t) Structure: No permanent alterations or improvements to the interior or exterior ofthe 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: The Agency is responsible to pay all operating expenses associated with the Center. During the first year of the agreement, the City will continue to pay the Center's utilities including electric, water, and, sewer (not to exceed 2003/04 budgeted funds). Commencing October 1,2004, the Agency will assume all utility costs. 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 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: 3 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. c) Maintenance of Records: All records created hereby are to be retained and maintained for a period not less than five (5) years. 9. Non-discrimination: Notwithstanding any other provisions ofthis 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 VII ofthe 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 ofthe above non-discrimination covenants, the City shall have the right to terminate this agreement immediately. 10. 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. 11. 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 4 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. 12. 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 12 (a) and (b) shall have minimum coverage limits of $500,000. d) 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 fumishthe 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 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 of the Center and Utilities for the first year of this Agreement. 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, electrical, etc. 5 c) The City will pay for utilities including electric, water, sewer for a period of one year from October 1, 2003 - September 30, 2004. City payment not to exceed FY 2003/04 budgeted funds. d) The City will remove the playground equipment prior to the commencement of the agreement. 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. f) The City will allow the Agency to use 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. g) The City will remove all operating supplies, arts & craft materials, TV's, VCR, computers, etc. prior to start of agreement. 3. City Liaison: The Cultural Affairs 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. 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 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. 6 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 Mt. Carmel Community Development Corporation of Clearwater, Inc., Chief Executive Officer, 1018 Pennsylvania Avenue, Clearwater, FL 33755. ARTICLE VII. EFFECTIVE DATE The effective date of this agreement shall be as of the first day of October 2003. ~- IN WITNESS WHEREOF, the parties hereto have set their hands and seals this ~ day of ~ ,2003. Countersigned: Bri~~ Mayor-Commissioner CITY OF CLEARWATER, FLORIDA ~y: ~~ Uk Will am . Home, II City Manager AWro~ Laura Lipowski Assistant City Attorney Attest: ENT CORPORATION OF CLEARWATER, INe. 7