AGREEMENT FOR AN ANNUAL SUMMER COMMUNITY THEATER MUSICAL PRODUCTIONAGREEMENT
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 City Players, Inc., whose
address is: 2719 1st Avenue North, St. Petersburg, FL 33713, hereafter referred to as "City
Players".
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 access to Ruth Eckerd Hall for a community theater
musical; 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, City Players is an organized cultural group and program approved by the Parks and
Recreation Director, which provides its own volunteer leadership and administration; and
WHEREAS, the City recognizes City Players as providing a valuable service to the community,
through their extensive use of volunteers and volunteer resources; and
WHEREAS, City Players desires to use various City-owned facilities and resources for cultural
related activities for the citizens of Clearwater; and
WHEREAS, the City owns certain public properties and facilities that are available to be
utilized by City Players for their programs; and
NOW, THEREFORE, the parties agree as follows:
ARTICLE I. TERM
The term of this Agreement shall be for an initial period of three (3) years, with an option to
extend for three (3) additional three (3) year extensions, if mutually agreed to by both parties,
and commencing on the 4th day of May 2011 ("Effective Date") and continuing through the 3rd
day of May 2014 ("Termination Date") unless earlier terminated under the terms of this
Agreement.
ARTICLE II. RESPONSIBILITIES OF CITY PLAYERS
1. Services to be Provided: City Players shall produce an annual summer community theater
musical production at Ruth Eckerd Hall.
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2. City Players agrees to provide leadership for the summer production. City Players shall
provide for the representation of a City resident on its Board of Trustees by having at least one
Board member who is a City of Clearwater resident.
3. City Players agrees to select shows that are family oriented, in good taste and represent the
morals of the community. The show selection must be approved by the Cultural Affairs Division
of the City of Clearwater.
4. City Players agrees to submit the following information as indicated:
a) A written request for the scheduling of any City owned or operated facility to be used
for rehearsals, meetings, performances, workshops or other events relating to the annual
summer musical - Initial Date due: May 6, 2011 and annually thereafter;
b) An annual report related to the annual summer musical(s) which is/are the subject of
this Agreement with a corresponding financial statement - Due date: Within the later of
three weeks after the summer musical performances end OR within one week after the
reconciliation with Ruth Eckerd Hall is complete.
c) Copy of By-Laws and Articles of Incorporation - Date due: Within two weeks after
City Players has signed this Agreement. City Players represents that it is a validly
existing corporation at the inception of this Agreement.
d) A copy of an insurance certificate naming the City of Clearwater as additionally
insured - Date due: May 6, 2011, and annually thereafter.
e) Selection of the proposed summer musical - Date due: By April 1 of each year in
which this Agreement is in effect.
f) A copy of the summer musical budget: Date due: May 6, 2011 and annually
thereafter.
5. City Players will maintain a positive relationship with the City when occupying or using City
facilities for the summer musical by:
a) Obtaining prior approval for any activities that are not on the regular practice or use
schedule.
b) Obtaining prior approval for any equipment or facility alterations.
c) Informing Cultural Affairs staff of equipment or facility problems or schedule changes.
d) Enforcing and abiding by all City laws, rules, policies and procedures.
e) Providing Cultural Affairs staff with current fundraising and promotional materials for
the summer musicals.
6. Maintenance of the City facilities when used by the City Players.
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a) Custodial Maintenance: City Players shall maintain the facilities and adjacent areas
used by City Players in a clean and orderly condition.
b) Repair of Damage: City Players understands and agrees that it is responsible for and
will cause to be repaired at City Players' expense, and to the City's satisfaction,
accidental damage to the premises as a result of their occupancy other than normal wear
and tear.
7. Payment of all operating expenses: Except as otherwise provided in the Agreement, City
Players is responsible to pay all operating expenses associated with the production of the summer
musical(s). Both parties understand that expenses related to the use of Ruth Eckerd Hall (with
the exception of rental fees for which there is no charge) will be deducted from ticket sales for
the annual summer musicals(s) for the year in which the expenses are incurred pursuant to an
agreement dated March 7, 2001 between the City and Ruth Eckerd Hall. City Players shall have
full discretion in determining ticket prices. City will be provided with up to 20 complimentary
tickets to use as it chooses.
8. Payment of Fees and Taxes: City Players shall obtain all required licenses at its own
expense and shall pay all required taxes necessary to the City Players' operation if any apply.
9. Creation, Use and Maintenance of Financial Records:
a) Creation of Records: City Players shall create and maintain financial and accounting
records, books, documents, policies, practices, and procedures to reflect fully the
financial activities of City Players related to the summer musical(s), which are the subject
of this Agreement. Such records shall be available at all times for inspection or review
by authorized City representatives and shall be otherwise disclosed in accordance with
Charter 119 of the Florida Statutes and other applicable law.
b) Use of Records: City Players shall produce any records identified in section 9 a) of
this Agreement to authorized City representatives that may be required by the City to
document the proper and prudent stewardship and use of any City facilities,
c) Maintenance of Records: All records created pursuant to section 9 a) of this
Agreement are to be retained and maintained by City Players for a period not less than
three (3) years from the date of the summer production to which they relate.
10. Publicizing of City Support: City Players agree to utilize every reasonable opportunity to
publicize the support received from the City. City Players further agree to supply the City up to
three (3) 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 and will include the City logo.
11. Liability and Indemnification: City Players shall act as an independent contractor and
agrees to assume all risks of producing the summer musical(s) at Ruth Eckerd Hall. City Players
shall assume all liability, and 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 up to the insurance policy limits as are
indicated in section 12 of the Agreement. This provision in no way expands any liability the
City may incur and shall not be construed to expand the limits of Florida Statute 768.28, or be
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construed as a waiver of sovereign immunity or in any way to be construed as consent for the
City to be sued by third parties. Notwithstanding the foregoing, City Players skull not defend,
indemnify or hold harmless from the negligence or willful misconduct of the City or City's
agents or employees. City Players indemnification of the City includes, but is not limited to,
matters arising out of or claimed to have been caused by or in any manner related to the City
Players' activities or those of any approved invitee, contractor, subcontractor, or other person
approved, authorized, or permitted by City Players in or about its premises whether or not based
on negligence. Further, City Players hereby acknowledges that all persons acting in furtherance
of the activities provided for under this Agreement are not in any way acting in a capacity as a
volunteer or representative for the City of Clearwater or Ruth Eckerd Hall.
City Players will require all individuals working with City Players on the summer musical(s) to
sign a release agreement substantia?!y in the form attached here as Attachment "A". Minors
must provide a Release Agreement executed by their parent or legal guardian.
12. Insurance: City Players 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 arise from or in connection with use of the City facilities
including the Ruth Eckerd Hall premises by City Players including all activities occurring
thereon.
b) A Business Automobile Liability Policy covering claims for injuries to persons or
damage to property that arises from or in connection with use of a motor vehicle owned
by City Players.
c) Insurance procured in accordance with Sections 12 (a) and (b) shall have minimum
aggregate coverage limits of $1,000,000.
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. The City's "Facility Use Agreement" dated March 7, 2001 - Section 5
requires "any group or individual using the Facility, or part thereof, agrees to hold the
City and PACT harmless for any claims resulting from their use of the Facility, and shall
provide each insurance as the City or PACT might reasonably require".
e) City Players shall furnish the City with Certificate(s) of Insurance with all
endorsements affecting coverage required by this section by May 1, 2011 and annually
thereafter.
ARTICLE 111. RESPONSIBILITY OF THE CITY
1. Grant of Funds:
a) All "net proceeds" from ticket sales from Ruth Eckerd Hall for the summer musical
shall be paid to City Players by the City or Ruth Eckerd Hall. These net proceeds shall
be used to produce the following year's production with the exception that $5,000 can be
used for the existing year's production expenses incurred outside of the Ruth Eckerd Hall
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charges. The "net proceeds" shall be paid to City Players within the later of three weeks
after the respective summer musical performances end OR within 21 days after the
reconciliation with Ruth Eckerd Hall is complete.
"Net proceeds" shall mean tile sum of money remaining from ticket sale revenue after the
reasonable Ruth Eckerd Hall charges incurred during the production have been deducted.
An estimate of Ruth Eckerd Hall charges is provided by Ruth Eckerd Hall in a lease
agreement executed for each production. This estimate is based on the previous year's
production as well as information provided to Ruth Eckerd Hall by City Players. City
Players shall be responsible for any deficit resulting from its use of the Ruth Eckerd Hall
under this Agreement. Under no circumstance shall the City incur or be responsible for
any expenses in excess of those specifically provided for herein.
b) No additional funds will be budgeted or provided by Clearwater Parks and Recreation
for City Players unless otherwise agreed to by the parties in writing.
2. Grant of In-Kind Services:
a) The City agrees to provide City Players access to Ruth Eckerd Hall to produce summer
musical(s) for the citizens of Clearwater pursuant to the Agreement of March 7, 2001
between the City and Ruth Eckerd Hall. Provision of the facility is subject to the
scheduling of availability.
b) The City agrees to provide access to City recreation facilities, if available, for the
purpose of auditions and rehearsals for the summer musical(s).
c) The City will pay for utilities including electric, water and sewer during the rehearsal
times in City facilities, with the exception of Ruth Eckerd Hall, where such utilities are
subject to the Agreement of March 7, 2001 between the City and Ruth Eckerd Hall.
d) The City will provide marketing support for the summer musical(s) by including
information in all general publications promoting park and recreation activities; i.e.
MyClearwater Magazine, myclearwater.com, and utility bill inserts (if available). The
City will also provide professional guidance related to areas of marketing, layout, proof
and design of flyers and promotional pieces for the summer musical. The City will
provide these in-kind services in its sole discretion based on availability of resources, and
shall not bear any costs of the marketing pieces.
e) The City will not provide any other additional in-kind services, supplies, labor or
equipment whether on loan or for consumption to City Players.
3. City Liaison: The Cultural Affairs Division of the City of Clearwater will serve as the City
liaison for City Players.
ARTICLE IV. DISCLAIMER OF WARRANTIES
This Agreement constitutes the entire understanding 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
For Cause: Upon breach of this Agreement by a party, the other party will give written notice
of termination of this Agreement specifying the claimed breach and the action required to cure
the breach. If the breaching party fails to cure the breach within 14 days from the receipt of said
notice, then the contract will terminate 30 days from receipt of the written notice to terminate.
Minimum Net Proceeds: If the net proceeds from any summer musical are less than $15,000,
City Players may terminate this Agreement upon 30 days written notice. Upon any such
termination by City Players, the City shall remit $5,000 of the net proceeds in accordance with
Article III. lb) to be used to continue producing future productions similar to that contemplated
hereunder.
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. 100 S.
Myrtle Avenue, Clearwater, FL 33756.
2. If to City Players, addressed. to City Players, Inc., c/o Patrice Pucci, Registered Agent,
2719 1st Avenue North, St. Petersburg, FL 33713.
ARTICLE VII. EFFECTIVE DATE
The Effective Date of this Agreement shall be the 4th day of May 2011.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the dates
indicated below.
Countersigned:
v r
hvxw_'_?
Frank V. Hibbard
Mayor
CITY OF CLEARWATER, FLORIDA
By: IU ?.
William B. Horne, II
City Manager
Date:
Date:
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Approved as to form:
Laura Lipowski Mahony
Assistant City Attorney II
Date:
CITY PLAYERS, INC.
By:
Patrice A. Pucci
As Board President
Date:
Attest:
Rosemarie Call Digs-,
City Clerk Date: -?.4?t.?.? a 9x-201 I
T U
r1t
A
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ATTACHMENT "A"
Waiver of Liability, Release and Indemaill
I understand that City Players, Inc. ("CPI") will undertake the production of " " at
Ruth Eckerd Hall in July 20 . The production will start with auditions and casting as of
mid-May to early of that year, continue with rehearsals from May into July and end with
performances on . In consideration of the benefits and opportunities afforded me in
having the opportunity to take part in all aspects of that production, I, the undersigned,
understand and agree that I am not a City of Clearwater representative, employee, or volunteer; I
am not an agent or representative of CPI; and I hereby release, and will not hold, CPI, the City of
Clearwater, and/or Ruth Eckerd Hall or their corresponding trustees, officers, owners, directors,
contractors, employees, agents, representatives, volunteers, affiliates, predecessors, and
successors (the "Released Parties") liable or responsible in any way for any injury, losses,
claims, medical expenses, death, or other damages to me or my representatives, family,
beneficiaries, heirs, or assigns that may result from my participation in any CPI production or the
use or occupancy of any City facility, Ruth Eckerd Hall, and any other facility, including travel
to, from or related to this production, and including injuries which may be suffered by me before,
during or after the production.
Except as to intentional acts, I specifically agree to assume all risks of taking part in the
production, exempt, hold harmless and release the Released Parties from all liability or
responsibility whatsoever HOWEVER CAUSED, INCLUDING, BUT NOT LIMITED TO,
THE NEGLIGENCE, ACTION OR INACTION OF THE RELEASED PARTIES. I
HAVE READ AND VOLUNTARILY SIGN THIS WAIVER OF LIABILITY, RELEASE
AND INDEMNITY CLAUSE, and further agree that no representations, statements or
inducements apart from the foregoing written clauses have been made.
I shall indemnify the Released Parties for any claims, costs, losses, fees, penalties,
interest, or damages sought on behalf of me or by any third party resulting from my involvement
in the production.
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