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PARTNERSHIP, OPERATIONAL SUPPORT AND FUNDS AGREEMENT .~!. AGREEMENT This Partnership, 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, ("City'), and African American Leadership Council, Inc., whose address is: 1201 Douglas 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, 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 Agency has established programs that provide educational, motivational and cultural activities for youth, adults and families in the North Greenwood area of the City of Clearwater; and WHEREAS, the City owns the Martin Luther King Center Building, ("Center"), located at 1201 Douglas Avenue, Clearwater; 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 1. Initial Term: The term of this agreement shall be for a period of five (5) years commencing on the 1 st day of January, 2007 ("Effective Date") and continuing through the 31 st day of December, 2011 ("Termination Date") unless earlier terminated under the terms of this agreement. 2. Options to Renew: The Agency shall have the option of extending this Agreement for an additional period of five (5) years, on the same terms and conditions as are set forth herein, subject to an extension of the City's underlying Joint Land Utilization Agreement with the Pinellas County School Board. ARTICLE II. RESPONSIBILITIES OF THE AGENCY 1. Services to be Provided: The Agency shall provide at a minimum the following servIces: '-4 a) Programs: Conduct educational, cultural and motivational programs at the Center for the benefit of neighborhood and Clearwater area youth, adults, and families. Some of the core programs to be provided are as follows: i) Parent support groups and skills training ii) Family literacy services iii) Job counseling and related economic development activities iv) Child development activities v) Linkages to the health care system and other community services vi) Outreach (including home visits when appropriate) vii) Childcare for parents who are attending classes or participating in activities on site 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 groups currently utilizing the facility for community meetings and activities ii) Facilitation and support for use of center as a voting site iii) Continue to provide office space to any current organizations that have daily office hours and provide services to the community City supports, but reserves the right to approve such third party use. c) Assistance to the City: Provide Agency personnel and volunteers to operate and provide programs at the Center as well as at other recreation facilities located on the premises including basketball courts and tennis courts. d) Supervision of Recreation Grounds: Supply the necessary leadership and supervision to conduct Agency activities on the recreation grounds adjacent to the Center. e) 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 similar to those currently existing at the Center. 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 Martin Luther King 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. 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 2 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 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 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. 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 or vandalism. 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. 3 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 minor interior building maintenance. 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 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. Use and Disposition of Funds Received: Funds received by the Agency from the City shall be used to pay for the above services as further described in a separate budget proposal submitted by the Agency to the City (Attachment A). Funds existing and not used for this purpose at the expiration of this agreement, or at earlier termination hereof for any reason, shall be deemed excess to the intended purpose and shall be returned to the City within thirty (30) days of such termination or expiration. 9. 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, must be disclosed in accordance with applicable law, including Chapter 119 of the Florida Statutes. 4 10. 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. The audit will separately identify City revenues, fees and donations, and expenditures by program. 11. 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. 12. 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. 13. 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 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 to this Agreement. . 5 14. Insurance: The Agency shall procure at its expense and maintain during the term ofthis 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 Parks and Recreation Director before execution of this Agreement by authorized City officials. f) 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: The City, for the 2006/2007 budget year, agrees to provide a grant of $100,000 to the Agency to assist in funding Agency activities and expenses as identified in this agreement. Grants for future years of this agreement are subject to annual budget approval by the City Council. 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, and electrical. 6 c) The City will not provide any other additional in kind services, supplies, labor or equipment whether on loan or for consumption to the Agency. d) The City will gift to the Agency 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. 3. City Liaison: The Recreation Director ofthe City of Clearwater or his designee will serve as the City Liaison as to the relationship with the Agency as provided for hereunder. 4. Payments: The total amount of this grant will be paid by the City to the Agency within 30 days after execution of this agreement by the City and the Agency but no earlier than October 1 of the budget year for which the funds are authorized. 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 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. For Municipal Purpose: In addition to right to terminate for cause, 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 of the Center which remain unsatisfied, together with any other monies due in accordance with this Agreement. 3. Disposition of Fund Monies: In the event of termination for any reason, monies made available to the Agency but not expended in accordance with this agreement shall be returned to the City within thirty (30) days. 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. 7 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 African American Leadership Council, Inc., Chief Executive Officer, 1201 Douglas Avenue, Clearwater, FL 33755. ARTICLE VII. CONTINGENCY Future funding for this agreement is contingent upon yearly appropriations by the City Council. ~ ~ WITNESS WHEREOF, the parties hereto have set their hands and seals this J' day of ~b..v.- ,2006. Countersigned: ~~ Fftl6k V. Hibbard ' Mayor Appri'ved as t~ , " ~ ~ski n Assistant City Attorney CITY OF CLEARWATER, FLORIDA ~8_~~ William 2. H~~~, II City Manager By: Attest: - - ~ .<:C ' ~C-- ,.> ~ . AFRICAN AMERICAN LEADERSHIP COUNCIL, INC. By: -~fll 8