A G R E E M E N T
service taxing unit
COMMUNITY SERVICES DISTRICT,
W I T N E S S E T
WHEREAS, pursuant to applicable authority, the Pinellas
County Board of County Commissioners, by Ordinance 90-25, did create the
FEATHER SOUND MUNICIPAL SERVICES TAXING UNIT, a municipal service taxing
unit of Pinellas County; and
WHEREAS, pursuant to the aforesaid ordinance, the UNIT is
authorized to contract with a non-profit corporation created for the
administration and operation of the business and affairs of the UNIT; and
WHEREAS, the FSCSD, which was incorporated in 1990, is
willing to contract with the UNIT for the administration and operation of
the business and affairs of the UNIT;
THEREFORE, in consideration of the mutual benefits to flow to each other
and the covenants and agreements herein contained, the parties hereto
agree as follows:
1. Scope of
Services. The FSCSD shall provide, operate and fully perform the following
minimum services and projects for residents of the UNIT:
A. The Street Lighting Services for the area covered
B. The acquisition, development and maintenance of
C. For purposes of this Agreement, the term "Resident"
means qualified elector, resident, or property owner in the UNIT.
This Agreement shall be effective when approved
by the UNIT, and shall remain in full force and effect
September 30, 1992. Thereafter, this Agreement shall be
automatically renewed for successive
one-year terms beginning October
1 and ending September 30 upon the approval of an annual
budget as provided in paragraph 3.
The UNIT shall compensate FSCSD as
A. FSCSD shall
submit an annual budget to the UNIT setting forth the reasonable and
customary cost of providing the services described in Section 1. Upon
approval of the budget by the UNIT, the UNIT shall make monthly payments
to FSCSD beginning at the commencement of any fiscal year for which funds
have been appropriated. The parties agree and understand that the
submission and approval of the budget shall determine the amount of
payment by the UNIT to FSCSD for the services to be rendered under this
B. The UNIT may
withhold payment to FSCSD if FSCSD fails to perform in accordance with the
provisions of this Agreement or any state or local rules and regulations.
any provision contained herein or in the approved budget as provided in
Section 3(b), FSCSD may retain and utilize any and all gifts, monetary or
in-kind, to defray the costs of providing services, and does not have to
remit same to the UNIT; provided, however, that any gifts, monetary or in
kind, made the UNIT shall be retained and utilized as determined by the
governing body of the UNIT.
Contractor Status. Both the UNIT and the FSCSD expressly agree that
the FSCSD is an independent contractor and is not under any circumstances
or by any means to be considered an employee of the UNIT.
The FSCSD agrees to provide to the UNIT the following:
A. Within sixty (60)
days of the end of the fiscal year of FSCSD, an annual report setting out
the specific services required under this Agreement and provided to the
Residents for the preceding fiscal year.
B. As soon as
practicable and in any event within ninety (90) days after the end of the
fiscal year of the FSCSD, audited financial statements covering the
operations of the FSCSD for such fiscal year, including consolidated
statements of income, consolidated balance sheets and statements of
changes in financial position, accompanied by an opinion issued in
accordance with generally accepted accounting principles as approved by
the American Institute of Certified Public Accountants and signed by an
independent certified public accountant.
C. The preparation
and submittal of an annual budget for recreation/greenspace and
streetlighting programs, submitted to the UNIT in a form and within the
time period prescribed by the Board of County Commissioners of Pinellas
County for similar agencies requesting budgeted funds.
6. Default and
A. The failure of
either party to comply with any provision of this Agreement shall place
that party in default. Prior to terminating this Agreement, the
non-defaulting party shall notify the defaulting party in writing.
Notification shall make specific reference 'to the provisions which give
rise to the default. The defaulting party shall then be entitled to a
period of fifteen (15) days in which to cure the default. In the event
said default is not cured within said 15-day period, this Agreement may be
terminated by giving an additional 15-days' notice in writing specifying
the termination date. If this Agreement is terminated by either party
under the terms of this paragraph, the FSCSD shall be paid an amount to
adequately compensate it for that portion of the services satisfactorily
provided prior to the termination date.
B. The funds to be
used for services performed pursuant to this contract are subject to
periodic appropriation of funds by the UNIT. Obligations under this
contract are contingent upon the availability of funds. If funds are not
appropriated by the UNIT for any or all of this contract, the UNIT shall
not be obligated to pay for any services performed under this contract
beyond the portion for which funds are appropriated. Such failure of
appropriation shall not constitute a breach of this Agreement. The UNIT
agrees to promptly notify FSCSD in writing of such lack of appropriation.
Covenants of FSCSD. During the term of this Agreement, the FSCSD shall
comply with the following:
A. FSCSD Will
perform all services under this Agreement, in accordance with all
applicable state and local laws and regulations. FSCSD is solely
responsible for the performance of its employees. FSCSD shall contract
with service providers or employ, assign and discipline the personnel
authorized by its budget.
B. Any purchase or
sale of any real property used in programs operated by FSCSD must be
approved by the Board of County Commissioners as the governing body of the
UNIT, and all such real property shall be titled in the name of the UNIT.
C. All meetings of
the FSCSD Board of Directors shall be open to the public and shall be
scheduled only after 7-days' written notice published in a newspaper
circulated within the UNIT; provided, however, that the appropriate
officer of the FSCSD can call emergency meetings from time to time to deal
with emergency items of the FSCSD upon giving reasonable notice to the
public as determined by the officer calling the meeting of the FSCSD.
D. As an entity
receiving funding from, and providing for the administration and operation
of the business and affairs of the UNIT, FSCSD Agrees to comply with any
state statute or rule imposed on public bodies to the extent required by
E. The FSCSD shall
maintain proper books of record and account of all its business and
affairs in accordance with standard accounting practice.
F. Prior to the time
the FSCSD is entitled to commence any part of the project, work or
services under this Agreement, the FSCSD shall procure, pay for and
maintain at least the following insurance coverages and limits. Said
insurance shall be evidenced by delivery to the UNIT of: (1) certificates
of insurance executed by the insurers listing coverages and limits,
expiration dates and terms of policies and all endorsements whether or not
required by the UNIT, and listing all carriers issuing said policies; and
(2) a certified copy of each policy, including all endorsements. The
insurance requirements shall remain in effect throughout the term of this
Compensation as required by law; Employer's Liability Insurance
of not less than $100,000 for each accident.
General Liability Insurance including, but not limited to, Independent
Contractor, Contractual, Premises Operations, and Personal Injury covering
the liability assumed under indemnification provisions of this Agreement,
with limits of liability for personal injury and/or bodily injury,
including death, of not less than $500,000, each occurrence; and property
damages of not less than $100,000, each occurrence. (Combined Single
Limits of not less than $500,000, each occurrence, will be acceptable
unless otherwise stated.) Coverage shall be on an "occurrence" basis, and
the policy shall include Broad Form Property Damage coverage, and
Fire Legal Liability of not less than $50,000 per occurrence,
unless otherwise stated by exception herein.
Automobile and Truck liability covering owned, hired and non-owned
vehicles with minimum limits of $500,000 each occurrence for bodily injury
including death, and property damage of not less than $100,000, each
occurrence. (Combined Single Limits of not less than $500,000, each
occurrence, will be acceptable unless otherwise stated.) Coverage shall be
on an "occurrence" basis, such insurance to include coverage for loading
and unloading hazards, if or when vehicles are used for purposes of this
combined single limits, personal injury and/or bodily injury, including
death, and property damage liability insurance as an excess of the primary
coverage required above, or any combination of primary and excess which
will provide a total limit of $1,000,000 for both automobile and truck,
and comprehensive general liability. Each insurance policy shall include
the following conditions by endorsement to the policy:
The FSCSD shall
notify the Pinellas County Risk Management Department, 400 So. Ft.
Harrison, Clearwater, Florida 34616, within 24 hours after receipt, of any
notices of expiration, cancellation, non-renewal or material change in
coverage received by said FSCSD from its insurer; and nothing contained
herein shall absolve the FSCSD of this requirement to provide such notice.
(2) The term "UNIT"
shall include Pinellas County and all Authorities, Boards, Bureaus,
Commissions, Divisions, Departments and offices of Pinellas County and
individual members and employees thereof in their official capacities,
and/or while acting on behalf of the UNIT.
(3) The UNIT shall
be endorsed as an additional insured to the required policy or policies.
(4) The policy
clause "Other Insurance" shall not apply to any insurance coverage
currently held by the UNIT or Pinellas County to any such future coverage,
or to Pinellas County Self-Insured Retentions of whatever nature.
G. FSCSD covenants
and agrees that it will indemnify and hold harmless UNIT and all of UNIT's
officers, and employees from any claim, loss, damage, cost, charge or
expense arising out any act, action, neglect or omission by FSCSD during
the performance of the contract, whether direct or indirect, and whether
to any person or property to which UNIT or said parties may be subject,
except that neither FSCSD nor any of its subcontractors will be liable
under this section for damages arising out of injury or damage to persons
or property directly caused or resulting from the sole negligence of UNIT
or any of its officers or employees.
Except as provided herein, any notice, acceptance, request or approval
from either party to the other shall be in writing and sent by certified
mail, return receipt requested, and shall be deemed to have been received
when either deposited in the United States postal service mailbox or
personally delivered with signed proof of delivery.
The UNIT's representative is:
Fred E. Marquis,
County Administrator Pinellas
County Courthouse 315 Court Street
Clearwater, FL 34616
and the FSCSD's representative is:
Earl R. Maize
Feather Sound Community Services District, Inc.
14876 Feather Cove Road
Clearwater, FL 34622
A copy of any notice
hereunder shall also be sent to the Finance and Accounting Department,
Pinellas County, 315 Court Street, Clearwater, Florida 34616.
IN WITNESS WHEREOF,
the parties have caused this Agreement to be executed for the uses and
purposes therein expressed, the day and year first above written.
FEATHER SOUND MUNICIPAL SERVICES TAXING UNIT
By: George Greer,
Pinellas County Board of County Commissioners
FEATHER SOUND COMMUNITY SERVICES DISTRICT
By: Earl R Maize