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PROVIDE EDUCATIONAL AND CULTURAL ACTIVITIES FOR YOUTH IN PINELLAS (2) 1" AGREEMENT 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 Bethany Education and Human Services Program, Inc., a non-profit corporation of the State of Florida, whose address is: 1325 Springdale Street, 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 WHEREAS, the City desires to provide programs and activities as a means to help young people; and WHEREAS, the Agency has established programs that provide educational, motivational and cultural activities for youth in Pinellas County; and WHEREAS, the Agency has successfully provided these programs at the City-owned Holt Avenue Youth Center for the past three years; and WHEREAS, the City owns the Holt Avenue Youth Center Building, ("Center"), located at 1250 Holt Avenue, Clearwater; and WHEREAS, the Agency desires to continue to partner with the City in providing educational, motivational and cultural programs by continuing to run 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 October, 2007 ("Effective Date") and continuing through the 30th day of September, 2010 ("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 III. RESPONSIBILITIES OF THE AGENCY 1. Services to be Provided: The Agency shall provide at a minimum the following servIces: a) Programs: Conduct educational and cultural programs at the Center for the benefit of approximately 210 neighborhood and Clearwater area youth. Some of the core programs to be provided are as follows: i) Academic achievement programs ii) Computer technical skills programs iii) Programs to improve student self-esteem iv) Cultural enrichment through cultural awareness programs 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. 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. 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 2 .' 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. 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: 3 . . 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. Creation, Use, and Maintenan~e of Finan~ial Re~ords: a) Creation of R"ords: Agency shall create and maintain fmancial 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 ofR"ords: 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) Maintenan~e of R~ords: 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 (AICP A) 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-dis~rimination: 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) Nondis~rimination: 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. 4 . . 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 supported 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. Nothingherein shall be construed as allowing for a claim by a third party. 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 $500,000, 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. 5 , ' b) A Business Automobile Liability Policy with minimum coverage limits of $500,000, 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) 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. d) The Agency shall furnish the City with Certificate(s) ofInsurance 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. e) 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 IV. RESPONSIBILITIES OF THE CITY 1. 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. 6 ARTICLE VI. 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 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. 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. 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 The Bethany Education and Human Services Program, Inc., Chief Executive Officer, 1325 Springdale Street, Clearwater, FL 33755. ch- IN WITNESS WHEREOF, the parties hereto have set their hands and seals this 9 day of C?C-~ ,2007. Countersigned: CITY OF CLEARWATER, FLORIDA ~~ f'i:ank Hibbard Mayor By: tfJ-~~ .~JJ: William B. Home, n City Manager 7 Lipowski Assistant City Attorney " " '.. THE BETHANY EDUCA nON AND HUMAN SERVICES PROGRAM, INC. By: (;J. AA I Pnnted Name: CA.'"(~)), }/a."''';5 Chief Executive Officer 8