AGREEMENT FOR USE OF NORTH GREENWOOD AQUATICS AND RECREATION COMPLEX (2) AGREEMENT
This Agreement is made and entered into on ,)tote , JCP 2021,
between the City of Clearwater, a municipal corporation of the state of Florida, whose
address is Attn: Parks and Recreation Director, Post Office Box 4748, Clearwater, FL
33758- 4748, as "City", and Martin Luther King Jr. Neighborhood Family Center, Inc.
("MLKNFC"), a Florida Not-For-Profit Corporation, whose address is 1201 Douglas
Avenue, Clearwater, FL 33755, as "Provider" or "Agency" (each individually referred to
herein as"Party" or collectively as the"Parties").
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 owns the North Greenwood Aquatics and Recreation Complex,
("Center"), located at 900 N. Martin Luther King Jr. Ave., Clearwater, Florida; and
WHEREAS, MLKNFC desires to partner with the City in providing educational, motivational
and cultural programs (the "Services", as more particularly described herein) at the Center
by offering programming primarily for elementary age children, adults and families; and
NOW, THEREFORE, the parties agree as follows.
1. RECITALS.The foregoing recitals are true and correct and are incorporated
in and form a part of this Agreement.
2. LICENSE. That the City does hereby provide to MLKNFC, a License to
enter upon and operate the Services at the following premises: office space consisting of
approximately 530 square feet within the Center (as reflected in Exhibit "A" attached
hereto and incorporated herein). MLKNFC shall have exclusive use of the office space.
In addition, MLKNFC shall also be permitted use of the Center common facilities,
programming facilities, swimming pool and other services as described herein. MLKNFC
hereby acknowledges and agrees that its use of the facilities and services are non-
exclusive and are subject to use preference as determined by the City in its sole
discretion.
Such property shall hereinafter be referred to as the"Licensed Premises".
3. TERM. The term of this Agreement shall be for 5 years; which term shall
commence on the 1st day of October, 2021, and shall continue until midnight on the 30th
day of September 2026 ("Initial Term"). This Agreement may be renewed for one
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(1) additional five (5) year period, under the terms and conditions provided for herein, if
mutually agreed to in writing by the Parties. However, nothing in this Agreement shall be
deemed a waiver by the City of its right to cancel or not to renew this Agreement as
otherwise provided herein.
4. LICENSE FEE. As consideration for the mutual benefits and obligations
herein, MLKNFC agrees to pay and the City agrees to accept a License Fee for the first
five years in the amount of twenty thousand dollars ($20,000) per year payable in quarterly
payments of$ $5,000 on Oct. 1, Jan 1, April 1 and July 1 for each year. At theend of each
five year term the License Fee will be adjusted to reflect applicable changes in License
Premises use or the cost of operating the facility. This recalculation will occur no later
than July 1, 2026.
5. CITY IN KIND SERVICES AND USE OF FACILITIES.
a) The City agrees to provide maintenance of all major capital components of
the License Premises including air conditioners, roof, painting, plumbing, and electrical,
as well as all custodial maintenance for the common facilities portion of the Center to be
used by the Licensee. In addition, City will provide all utilities necessary for the operation
of the Licensee's office.
b) The City shall not make any monetary contributions as a part of this
Agreement.
c) City Programs. The City has the right to run contracted programs or other
programs in the facility as long as they do not unreasonably interfere with the Services
offered by the Licensee.
d) City staff will be responsible to coordinate all scheduling for use of the
facility, including MLKNFC programs and Services. The City will manage all rentals and
special events that are hosted at the Center.
e) This Agreement and any other agreement associated with the Center will
be managed by the City or City Staff located at the Center.
f) The City will gift to the Agency as determined by the City in its sole discretion
upon inventory of existing furnishings remaining in the Center's office and teen room.
Agency will be responsible for maintenance and replacement of items, if necessary.
6. AGENCY PROGRAMS AND USE OF FACILITY.
a) MLKNFC Services/Programs. MLKNFC shall provide, at a minimum, the
following services:
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Conduct educational, cultural and motivational programs at the Center for the benefit of
neighborhood and Clearwater area youth (primarily elementary age children),adults, and
families. The core programs shall include but not be limited to:
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
viii) A Family Support Worker position intended to assist families and
children in the Clearwater area with the resolution of problems that lead
to financial adversity, unemployment, child maltreatment, and the
disruption of the family unit. The position compliments the
Neighborhood Family Center's capacity under its obligation to provide
family support services which benefit Clearwater area residents. The
position is responsible for services in the areas of parenting, family
literacy, linking to health care systems, job counseling, other related
economic development activities, and outreach to underserved
populations.
b) MLKNFC Employees. MLKNFC agrees to employ staff("MLKNFC Staff),
at its expense, to execute the Services provided in accordance with this Agreement.
Such individuals shall not be considered City employees under any circumstance,
including but not limited to; payroll taxes, worker's compensation, or otherliability, and are
subject to the supervision, personnel practices and policies of MLKNFC. Unless
otherwise approved, all MLKNFC Staff shall meet minimum requirements and
qualifications to coordinate and fulfill MLKNFC Services.
c) Rules for Use. Rules and regulations applicable to and governing the use
of the Center by MLKNFC may be established by the MLKNFC, providing said rules and
regulations are not in conflict or inconsistent with the law, ordinances, policies or
operating rules of the City, the Center, or this Agreement.
d) General Adherence to the Law. Notwithstanding any limitations implied
by the provisions above, MLKNFC promises to comply with all statutes, ordinances,
rules, orders, regulations, and requirements of federal, state, county and City
government and their respective agencies which are applicable to the Services to be
provided by MLKNFC and the use and occupancy of the Licensed Premises, including
but not limited to; the disclosure of confidential information related to programs involving
and serving children and mandatory background checks for employees and volunteers
who may interact with children. MLKNFC will defend, indemnify and save the City
harmless from any and all fines, penalties, costs, expenses, or damages resulting from
MLKNFC's failure to observe and perform the undertakings contained in this section.
e) No Unlawful Use. MLKNFC promises and agrees that it will make or allow
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no unlawful, improper or offensive use of the premises. Further, MLKNFC 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 MLKNFC.
f) Signage. MLKNFC, at its sole expense, may place an identification sign
on the Center or in the park according to City codes with the prior written approval of the
City.
g) Use of Aquatics Center. The City, in its sole discretion, opens and
operates the Aquatics Center during certain months of the year (generally May through
August). At such times as the City chooses to open the Aquatics Center, MLKNFC shall
be allowed to have access to the pool twice a week, for two (2), two-hour time blocks,
(for a total of four (4) hours of non-exclusive pool usage per week). Additional rates may
apply for additional pool use, if available. Swim lessons are available, but MLKNFC shall
be required to cover the City's direct expenses in requesting and utilizing said swim
lessons.
h) Use of Center for rental or special event. MLKNFC may, in accordance
with the City's rental or special event policies, request to utilize areas of the Center
otherwise offered for rental or special event use. MLKNFC must pay all direct expenses
associated with any rental or special event use of the building.
i) Plus Passes In consideration of MLKNFC Staff providing Services at the
Center, MLKNFC Staff will each be granted a City of Clearwater Recreation Plus Pass to
be used during their employment at the Center.
j) Room Set Up. MLKNFC shall assist City staff with the set-up, clean-up
and break-down of rooms to be used by MLKNFC in fulfilling the Services.
7. MAINTENANCE OF THE CENTER BY MLKNFC.
a) Custodial Maintenance. MLKNFC shall maintain the Center and adjacent
areas used by MLKNFC in a clean and orderly condition in accordance with City standards
for the facility as determined by the City in its sole discretion. The City shall provide the
daily day to day maintenance of the floors, restrooms and other building common areas
and components.
b) Repair of Damage. MLKNFC understands and agrees that it is
responsible for and will cause to be repaired at MLKNFC's expense, damage to the
Center other than normal wear and tear caused by MLKNFC Staff or participants.
c) Building Upgrades or Modifications. MLKNFC understands and agrees
that it is responsible for any new upgrades or modifications to the building that are
required to meet their programming needs, with any such permanent improvements,
upgrades or modifications being subject to City written approval as provided for herein.
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8. PAYMENT FOR ALL PROGRAM OPERATING EXPENSES. MLKNFC is
responsible to pay all operating expenses associated with their Services and operations
held at the Center including expenses for all office supplies, telephones, internet
connections, etc.
9. PAYMENT FOR FEES AND TAXES. MLKNFC shall obtain all required
licenses at its own expense and shall be responsible for all personal property taxes as
may be assessed against the Licensed Premises during the Agreement term, and shall
promptly pay same when due.
10. SCHEDULED REPORTS OF MLKNFC ACTIVITIES. MLKNFC shall
furnish the City Parks and Recreation Department with an annual report of activities
conducted within 60 days of the end of MLKNFC's fiscal year. Each report is to identify
the number of clients served, the type of activities, projects and programs offered and
costs of such services.
11. CREATION, USE AND MAINTENANCE OF FINANCIAL RECORDS.
MLKNFC shall create and maintain financial and accounting records, books, documents,
policies, practices, procedures and any information necessary in accordance with
generally accepted accounting principles to reflect fully the financial activities of MLKNFC.
Such records shall be available and accessible at all times for inspection, review, or audit
by authorized City representatives. Records must be made available in accordance with
applicable law, including Chapter 119, Florida Statutes. MLKNFC shall retain said records
for a period of five (5) years after termination of this Agreement, unless the requirements
of an audit have not been resolved, in which case said records shall be maintained until
resolution.
12. ASSIGNMENT OR SUBLEASE. This Agreement may not be assigned by
MLKNFC. Any attempted assignment of the rights and obligations provided for herein
shall be of no force or effect and shall upon such attempted assignment or transfer, render
this Agreement null and void in its entirety.
13. ALTERATIONS AND IMPROVEMENTS. Any modifications or
improvements to any portion of the Center to be used by MLKNFC hereunder, must be
approved in writing in advance by the Parks and Recreation Director, to the extent that
the Parks and Recreation Director has the authority to so approve, or by the Clearwater
City Council. Any improvements shall become the property of the City upon expiration
or termination of this Agreement.
14. RISK OF LOSS. MLKNFC is responsible to insure its personal property. All
personal property placed or moved in the Center premises shall be at the risk of MLKNFC
or owner thereof. The City shall not be responsible or liable to MLKNFC for any loss or
damage that may be occasioned by or through the acts or omissions of persons occupying
the premises or adjoining premises or any part of the premises adjacent to or connected
with the premises or any part of the building which the Licensed Premises are a part or
for any loss or damage resulting to MLKNFC or its property from bursting, stopped up or
leaking water, gas, sewer or steam pipes unless the same is due to the negligence of the
City, its agents, servants or employees, to the extent of Florida Statute 768.28.
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15. RIGHT OF ENTRY. The City, or any of its agents, shall have the right to
enter said premises, including the area designated for MLKNFC's exclusive use
hereunder during all reasonable hours, to examine the same to make such repairs,
additions or alterations as may be deemed necessary for the safety, comfort, or
preservation thereof. Right of entry shall likewise exist for the purpose of removing
placards, signs, fixtures, alterations or additions, which do not conform to this Agreement.
City agrees to give reasonable notice to MLKNFC before entry to their office area.
16. RESTORING PREMISES TO ORIGINAL CONDITION. MLKNFC
represents that the premises licensed are in good, sanitary and tenantable condition for
use by MLKNFC. MLKNFC's acceptance or occupancy of the licensed premises shall
constitute recognition of such condition. MLKNFC hereby accepts the premises in the
condition they are in at the beginning of this Agreement and agrees to return the premises
to their original condition at the expiration of the term, excepting only reasonable wear
and tear arising from the use thereof under this Agreement.
17. INSURANCE. MLKNFC shall independently procure at its own 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 MLKNFC including all activities occurring thereon. This coverage
should include liability coverage for actual, threatened or alleged acts of physical abuse,
sexual abuse, sexual molestation or sexual misconduct caused by MLKNFC and to
include this coverage for their volunteers and subcontractors.
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 MLKNFC.
c) Insurance procured in accordance with sections 17 (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) MLKNFC 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: MLKNFC 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.
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18. LIABILITY AND INDEMNIFICATION. MLKNFC shall act as an
independent contractor and agrees to assume all risks of occupying the Licensed
Premises, or other use of the center as provided for hereunder, 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 MLKNFC's activities or those of any
approved or unapproved invitee, contractor, subcontractor, or other person approved,
authorized, or permitted by MLKNFC in or about the 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. This
provision shall survive termination of this Agreement.
19. NON-DISCRIMINATION. Notwithstanding any other provisions of this
Agreement during the term of this Agreement, MLKNFC for itself, agents and
representatives, as part of the consideration for this Agreement, does covenant and
agree that:
a) Non-discrimination: MLKNFC agrees that no person shall, on the
grounds of race, color, sex, handicap, national origin, religion, citizenship, disability,
marital status, age 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, except that programs may designate services for specific client groups
as defined by the program guidelines. MLKNFC agrees to maintain access to
handicapped persons in accordance with applicable law.
b) Breach of Non-discrimination 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 upon the giving of notice, as
the giving of notice is required herein.
20. SUBORDINATION. This Agreement and the rights of MLKNFC
hereunder are hereby made subject and subordinate to all bona fide mortgages or other
instruments of security now or hereafter placed upon the said premises by the City
provided, however, that such mortgages and other instruments of security will not cover
the equipment and furniture or furnishings on the premises owned by MLKNFC.
MLKNFC further agrees to execute any instrument of subordination, which might be
required by mortgagee of the City.
21. DEFAULT, REMEDIES, TERMINATION.
For Cause: Failure to adhere to any of the provisions of this Agreement by MLKNFC
shall constitute a Default hereunder and shall be cause for termination. Should MLKNFC
fail to cure said Default within a period of thirty (30) days after notice inwriting by the city,
this Agreement shall terminate.
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 Licensed 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 the event of termination in accordance with a municipal need as described herein, the
City represents that it will make its best effort to make available to MLKNFC, facilities
comparable to that currently enjoyed by MLKNFC in exchange for comparable financial
support.
Funds availability: In the event funds to finance this Agreement become unavailable,
either Party, as determined necessary in its sole discretion, may terminate this
Agreement upon no less than twenty-four hours notice in writing to the other party. Said
notice shall be delivered by certified mail, return receipt requested, or in person with
proof of delivery. Each Party shall endeavor, whenever possible and consistent with its
legal obligations and principals of prudent management to provide thirty(30) days notice
for termination for Lack of Funds.
MLKNFC may terminate this Agreement with sixty (60) days written notice without any
further obligation. Upon such termination, the MLKNFC shall remit to the City all monies
due hereunder within fifteen (15) days.
22. MISCELLANEOUS.
a) This Agreement shall bind the City and its assigns or successors, and
MLKNFC and assigns and successors of MLKNFC, as permitted hereunder.
b) It is understood and agreed between the parties hereto that time is of the
essence of this Agreement and this applies to all terms and conditions contained herein.
c) The rights of the City under the foregoing shall be cumulative, and failure
on the part of the City to exercise promptly any rights given hereunder shall not operate
to forfeit any of the said rights.
d) It is understood that no representations or promises shall be binding on
the parties hereto except those representations and promises contained herein or in
some future writing executed by both Parties.
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23. RADON GAS NOTIFICATION, AS REQUIRED BY FLORIDA
STATUTE 404.056(8):
Radon Gas: Radon is a naturally occurring radioactive gas that, when it has
accumulated in a building in sufficient quantities, may present health risks to persons
who are exposed to it over time. Levels of radon that exceed federal and state
guidelines have been found in buildings in Florida. Additional information
regardingradon and radon testing may be obtained from your county health unit.
24. 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), when actually received or on the fifth
(5th)business day after the day on which such notice is mailed and properly addressed,
whichever is earlier.
a) If to City, addressed to Parks and Recreation Director, P.O Box 4748,
Clearwater, FL 33758.
b) If to MLKNFC, addressed to Martin Luther King Jr. Neighborhood Family
Center, Inc., 1201 Douglas Avenue, Clearwater, FL 33755.
25. SEVERANCE. The invalidity or unenforceability of any portion of this
Agreement shall in nowise affect the remaining provisions and portions hereof.
26. CAPTIONS. The paragraph captions used throughout this Agreement
arefor the purpose of reference only and are not to be considered in the construction
of thisAgreement or in the interpretation of the rights or obligations of the parties hereto.
27. NO HAZARDOUS MATERIALS. MLKNFC herewith covenants and
agrees that no hazardous materials, hazardous waste, or other hazardous substances
will be used, handled, stored or otherwise placed upon the property or, in the
alternative, that such materials, wastes or substances may be located on the property,
only upon the prior written consent of the City hereunder, and only in strict accord and
compliance with any and all applicable state and federal laws and ordinances. In the
event such materials are utilized, handled, stored or otherwise placed upon the
property, MLKNFC expressly herewith agrees to indemnify and hold City harmless
fromany and all costs incurred by City or damages as may be assessed against City in
connection with or otherwise relating to said hazardous materials, wastes or
substancesat anytime, without regard to the term of this Agreement. This provision
shall survive the termination hereof.
28. GOVERNING LAWS. The laws of the State of Florida shall govern this
Agreement; any action brought by either party shall lie in Pinellas County, Florida.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date set forth above.
Countersigned: CITY OF CLEARWATER, FLORIDA
`` By:
Frank V. Hibbard icah Maxwell
Mayor Interim City Manager
Approved as to form: Attest:
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Owen Kohler Rosemarie Call .a
Assistant City Attorney City Clerk
geIISHEO4`h
Martin Luther King Jr. Neighborhood Family Center, Inc.
Ora drif
Lisa Harris, President
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