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FUNDING FOR EDUCATION WING , AGREEMENT sr THIS AGREEMENT is entered into this 3/ of Oc:-f.e,lw- 2000, by and between the City of Clearwater, a Florida municipal corporation, at Post Office Box 4748, Clearwater 33758-4748, hereinafter referred to as the "City," and PACT, Inc" a Florida non-profit corporation, at 1111 McMullen-Booth Road, Clearwater, hereinafter referred to as the "Provider," WITNESSETH WHEREAS, Provider operates the Ruth Eckerd Hall, which is constructing an education wing; and WHEREAS, the City desires to facilitate the Provider in constructing an education wing to the Ruth Eckerd Hall. WHEREAS, the City has provided funding to the provider for the project in Pennies II allocations as approved by the City Commission on September 21, 2000. NOW, THEREFORE, the parties hereto agree as follows: 1. Scope of Services The Provider agrees to operate the Ruth Eckerd Hall, which will provide educational opportunities for the public and is located at 1111 McMullen-Booth Road, Clearwater, Florida, in accordance with the projected accomplishments attached and made a fully binding part of this Agreement, and attached as Exhibit A, On a quarterly basis, commencing with the effective date of this agreement, the provider will provide the City with a Financial Projection Report detailing the current status and all expenditures of the project. 2. Termination The City and the Provider agree: A. This Agreement may be terminated in whole or in part, for convenience, when both parties agree upon the termination conditions, A written notification shall be required and shall include the following: reason for the termination, the effective date, and in the case of a partial termination, the actual portion to be terminated, However, if, in the case of a partial termination, the City determines that the remaining portion of the Agreement will not accomplish the purposes of such Agreement, the City may terminate such in its entirety. ,Jy B, The City may place the Provider in default of this Agreement, and may suspend or terminate this Agreement in whole, or in part, for cause, 1, Cause shall include, but not be limited to, the following: a. Failure to comply and/or perform in accordance with the purpose and this Agreement, or any federal statute or regulation, b, Submitting reports to the City which are late, incorrect or incomplete in any material respect. c, Implementation of this Agreement, for any reason, is rendered impossible or infeasible as determined by the City, d, Failure to respond within seven (7) days in writing to any concerns raised by the City, including substantiating documents when required/requested by the City, e, Any evidence of fraud, mismanagement, and/or waste, as determined by the City, C, Upon termination of the Agreement, the Provider shall repay any amounts not spent back to the City, 3. Amendments Any alterations, variations, modifications or waivers of this Agreement shall only be valid when they have been reduced to writing and duly signed by both parties. Any changes which do not substantially change the scope of the project and/or the Project Implementation Schedule or increase the total amount payable under this Agreement, shall be valid only when reduced to writing and signed by the City Manager and the Provider. The City shall not reimburse the Provider for outlays in excess of the funded amount of the Agreement unless and until the City officially, in writing, approves such expenditure by executing a written modification to the original Agreement. 4, Method of Payment It is expressly understood and agreed that the total compensation to be paid hereunder for actual expenditures incurred shall be in the amount of Two Million Dollars ($2,000,000) for those improvements described in Exhibit "A," 2 J" A. The provider shall submit requests for reimbursement payment for actual expenditures, including applicable back-up documentation, Architectural, theater consultant and construction manager fees are allowable expenses. Documentation for construction expenses shall be AlA Form G702 and for architectural, theater consultant and construction manager fees shall be actual invoice, Photocopy of payment shall be included in documentation, The education wing is approximately 25% of the entire project. Design fees shall be reimbursed, therefore at 25% of the total architectural and theater consultant fees, Construction manager fees shall be reimbursed for actual invoices associated with construction of the education wing, Expenditures that PACT, Inc, has already made for schematic design are acceptable expenditures. B, The City agrees to pay the provider for expenditures incurred under this agreement on an as needed basis in accordance with the budget and project schedule. 5. Conflict of Interest The Provider shall disclose, in writing, to the City any possible conflicting interest or apparent impropriety, This disclosure shall occur immediately upon knowledge of such possible conflict. The City will then render an opinion, which shall be binding on both parties, 6. Indemnification and Insurance The Provider shall indemnify and hold harmless the City from any and all claims, liability, losses and causes of action, which may arise out of the Agreement. The Provider shall pay all claims and losses of any nature whatsoever in connection therewith and shall defend or pay to defend all suits brought against the City, when requested, and shall pay all costs and judgments which may issue thereon. Automobile and vehicle coverage shall be required when the use of automobiles and other vehicles are involved in any way in the performance of the Agreement. The Provider shall submit to the City an ORIGINAL Certificate of Insurance in an amount approved by the City's Risk Management Office, Further, in the event evidence of the required insurance is not forwarded to the Risk Management Office within thirty (30) days after the execution of this Agreement, this Agreement may be terminated at the City's option and any payments then due may be permanently withheld by the City and the City will have no further obligation under this Agreement. 7. Additional Conditions 3 ~ It is expressly understood and agreed that in the event of curtailment of funds by City, that the financial sources necessary to continue to pay the Provider compensation will not be available and that this Agreement will thereby terminate effective as of the time that is determined that said funds are no longer available. In the event of such determination, the Provider agrees that it will not look to, nor seek to hold liable, the City or any individual member of the City Commission thereof personally for the performance of this Agreement and all of the parties hereto shall be released from further liability each to the other under the terms of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officials on the date first above indicated, Countersigned: CITY OF CLEARWATER, FLORIDA &#A- Bri~ J. Aun ' Mayor-Commissioner '\ " By: ~pa:...-A~-:r:t. IlIiam B, Horne, II Interim City Manager Approved as to form: Attest: ~~/(~ ~ ' e C. Hayman , Assistant City Attorney ia E, Gougeau - lerk -.. PACT, INC, By: ~^-. -F~ President . +I?~ ~~tSecretary 4 , J~ I RUTH ECKERD HALL 1~,;r-til1 RICHARD B, BAlJMGARDNER ....' E :-.! T E I~ F '-~ R T II E P I:: R F (' R ,\\ I ;-" '-~ .-\ R T ~ EXHIBIT "A" September 18, 2000 Mr, Kevin Dunbar Director of Parks and Recreation 100 S. Myrtle Ave. Clearwater FL 33756 Dear Mr. Dunbar: PACT, Inc. (Ruth Eckerd Hall) at the Richard B, Baumgardner Center for the Performing Arts requests the $2,000,000 Penny for Pinellas allocation that has been awarded to help build a new multipurpose Education Wing and Studio Theater, This expansion to the 17 year-old facility will include eight (8) classrooms, five (5) music practice rooms, a 175-seat Studio Theater, a rehearsal hall, a sound studio and a Teacher Resource Room! Arts Library. Office space for Education and Technical Operations staff and an Expanded Ticket Office will also be located on the first floor ofthe Education Wing, The second floor will house relocated administrative offices, a meeting room and mail room, The Education Wing will provide additional venues for a broad range of community and cultural activities, It will enable Ruth Eckerd Hall to expand its educational programs to meet community demand, The Studio Theater will provide a flexible space for theater for and by young people, as well as for performances and projects that require greater intimacy than the 2, I 73-seat mainstage auditorium, Construction is scheduled to begin March 2001 and be completed in 2002, We are currently moving forward in pre-construction activities, which include schematic design, design and development and construction drawings, Please find an invoice attached for these funds, Thank you for processing our request. Total Cost: $4,148,958 Sincerely, I~~* {\ --- t.LL~~ Robert A. Freedman President & CEO PACT, Inc.lRuth Eckerd Hall ,~ PACT, jc;c, 1J11 01c;\l.ullel1 BDotb Rllad . Clt'arwat\O'r, Florida 33759 . Telepbone (727) 791-7060 . Fax (727) 724-5976 www.rutbecberdhall.cLlm RUTH ECKERD HALL 1'ktHti1'. RICHARD E. BAUMGARDNER l- I.:.~ T E R I' ,-' R T I] E PER I' ,-' l\. .'1 [:.: '-~ ,\ R T ~ INVOICE PACT, lnc,/Ruth Eckerd Hall Education Wing & Studio Benefits: Additional classrooms and practice rooms for community young people 175 seat Studio Theater, a rehearsal hall and sound studio Expanded Ticket Office Teacher Resource Room/Arts Library Office space for Education, Technical and Administrative staff Will add approximately 20,000 sq, ft. of space to facility Allows for growth in services and programs for community & cultural activities Penny for Pinellas Funds = $2,000,000 Please make check payable to: PACT, rnc, Attention: Robert Freedman, President & ECO 1111 McMullen Booth Road Clearwater, FL 33759 .fo PACT, [?\C. 1111 ~lcMullcn Bootl, Ro,d . CI,an".t", Flmid, 33759 . Telephone (727) 791-7060 . Fax (727) 724-5976 '>\'wW.rLl tl1l'c kerdb all. com