Terms_and_Conditions.doc

General Conditions

Intent The intent of this Request for Proposal is to solicit offers from qualified firms for a contract for management services for the Duke Energy Center for the Arts (“DECA”) complex which includes the Mahaffey Theater, Center for the Arts Plaza (“Plaza”) and adjacent properties for a term of up to five (5) years.

Scope The contractor will provide all labor, supervision, materials, and equipment to manage and operate the Duke Energy Center for the Arts (DECA), which includes the Mahaffey Theater, DECA Plaza and adjacent properties. CAN WE REFERENCE THE SCOPE OF WORK SECTION?

Contract Period The contract will be effective October 1, 2026, through September 30, 2031.

Extension of Contract The City reserves the right to extend the contract under the same terms and conditions for two (2) one-year periods from date of expiration provided such extension is mutually agreeable to both the City and the Contractor.

Performance Bond The Contractor shall furnish a performance bond executed by a surety company duly authorized to do business in the State of Florida, which shall be counter-signed by an agent for the company, resident in the state of Florida. The amount of the bond shall be equal to one hundred percent (100%) of the value of the Agreement, as security for the faithful performance of the Agreement and as security for the payment of all persons performing labor and furnishing materials in connection with the Agreement. The surety shall have a rating classification of “B+” and a financial category of Class IV as evaluated in the current Best’s Key Rating Guide, Property Liability. In lieu of a performance bond, the successful Offeror may submit an irrevocable letter of credit, cash, certified check, treasurer’s or cashier’s check issued by a responsible bank or trust company payable to the City of St. Petersburg.

Independent Contractor In all matters relating to the Agreement, Contractor shall be acting as an independent contractor. Neither the Contractor nor its employees shall be the employees of the City under the meaning or application of any federal or state laws, including but not limited to unemployment insurance or worker’s compensation laws. Contractor shall assume all liabilities and obligations imposed by any such laws with respect to its employees. Contractor and its employees shall have no authority to act as the agent of the City and shall not hold itself out as such.

City Data; Confidential Information All data, documents and other City property shall remain the exclusive property of the City. Contractor agrees that such City property shall be used solely for the purpose of performing the Services. Contractor shall be responsible for the safekeeping of such property. Upon conclusion of the Services, all such property shall be returned to the City. Any confidential information concerning the City which is so designated upon disclosure to the Contractor shall be maintained in confidence by Contractor.

Reports and Right to Inspect Contractor shall provide written, periodic reports which relate to the Scope of Work. The City’s project manager will review these reports and shall be entitled to request clarification as well as such additional information reasonably necessary to evaluate the progress of the Services to the date of each such report.

During Contractor’s normal business hours for the duration of the Agreement, and for a period of three (3) years thereafter, the City shall have access to such books and all other records of Contractor for the purpose of making inspections including a review or analysis of the financial or service records pertaining to the Agreement.

Use of Name Subject to the requirements of applicable laws, including but not limited to Florida Laws regarding public records, Contractor shall not use the City’s name or logos in conjunction with any endorsement, sponsorship, assurance, marketing, advertisement, or client list, or any external reference, publication, or disclosure (e.g., outside the City, its departments or agencies or City Council), without the written consent of the City.

Indemnification Contractor shall defend at its expense, pay on behalf of, hold harmless and indemnify the City, its officers, employees, agents, elected and appointed officials and volunteers (collectively, “Indemnified Parties”) from and against any and all claims, demands, liens, liabilities, penalties, fines, fees, judgments, losses and damages, whether or not a lawsuit is filed, including, but not limited to, costs, expenses and attorneys’ and experts’ fees at trial and on appeal (collectively, “Claims”) for damage to property or bodily or personal injuries, including death at any time resulting therefore, sustained by any persons or entities, which damage or injuries are alleged or claimed to have arisen out of or in connection with, in whole or in part, directly or indirectly:

1) The performance of the Agreement (including any amendments thereto) by Contractor, its employees, agents, representatives or subcontractors; or

2) The failure of Contractor, its employees, agents, representatives or subcontractors to comply and confirm with applicable Laws, as hereinafter defined; or

3) Any negligent act or omission of the Contractor, its employees, agents, representatives, or subcontractors, whether or not such negligence is claimed to be either solely that of the Contractor, its employees, agents, representatives or subcontractors, or to be in conjunction with the claimed negligence of others, including that of any of the Indemnified Parties; or

4) Any reckless or intentional wrongful act or omission of the Contractor, its employees, agents, representatives, or subcontractors.

Insurance A. Contractor shall carry the following minimum types and amounts of insurance at its own expense:

1) Commercial general liability insurance, including contractual liability, in an amount of at least One Million Dollars ($1,000,000) per occurrence, Two Million Dollars ($2,000,000) aggregate in occurrences form. This policy shall include coverage for (i) personal injury or death or property damage or destruction; and (ii) business interruption.

2) Automobile liability insurance of $1,000,000 combined single limit covering all owned, hired and non-owned vehicles.

3) Workers’ Compensation insurance as required by Florida law and Employers’ Liability insurance in an amount of at least $100,000 each accident, $100,000 per employee, and $500,000 for all diseases.

4) Professional liability Insurance. Errors and omissions liability insurance appropriate to Contractor’s profession with a minimum limit of $1,000,000 per occurrence. If coverage is on a “Claims Made” basis, it must include the Retro date of coverage.

B. All of Contractor’s insurance policies, except Worker’s Compensation, shall name the Indemnified Parties as additional insureds.

C. All policies shall provide that the City will be provided notice at least thirty (30) days prior to any cancellation, reduction or material change in coverage.

D. Contractor shall provide the City with Certificates of Insurance on a standard ACORD or similar form reflecting all required coverage. At the City’s request, Contractor shall provide copies of current policies with all applicable endorsements.

E. All insurance required shall be provided by responsible insurers licensed in the State of Florida and rated at least A and 10 in the then current edition of Best’s Insurance Guide.

F. Contractor hereby waives all subrogation rights of its insurance carriers in favor of the Indemnified Parties. This provision is intended to waive fully, and for the benefit of the Indemnified Parties, any rights or claims which might give rise to a right of subrogation in favor of any insurance carrier.

Assignment The Contractor shall make no assignment of any of its rights, duties, or obligations under this Agreement without the City’s prior written consent, which consent may be withheld by the City in its sole and absolute discretion.

Termination A. This Agreement maybe terminated at any time by the City for convenience, upon sixty (60) days written notice to Contractor.

B. The City may terminate this Agreement upon written notice to the Contractor in the event the Contractor defaults on any of the terms and conditions of this Agreement and such failure continues for a period of sixty (60) days following notice from the City specifying the default; provided, however, that the City may immediately terminate the Agreement, without providing the Contractor with notice of default or an opportunity to cure, if the City determines that the Contractor has failed to comply with any of the terms and conditions of the Agreement related to safety, indemnification or insurance coverage.

Governing Law and Venue The Agreement shall be interpreted and construed in accordance with the laws of the State of Florida and shall inure to and be binding upon the Parties, their successors and assigns. Venue for any action brought in state court shall be in Pinellas County, St. Petersburg Division. Venue for any action brought in federal court shall be in the Middle district of Florida, Tampa division, unless a division shall be created in St. Petersburg or Pinellas County, in which case the action shall be brought in that division. The Parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction.

Public Records Law The Contractor shall treat all documents concerning its contractual obligations under this Agreement as public records and abide by the Florida Laws governing public records.

Compliance with Laws The Contractor shall comply with all applicable federal, state, and local laws, ordinances, rules and regulations, the federal and state constitutions, and orders and decrees of any lawful authorities having jurisdiction over the matter at issue (collectively, “Laws”), including but not limited to Laws relating to nondiscrimination in employment and the furnishing of equal employment opportunity. Contractor shall also comply with City policies and procedures, including but not limited to policies and procedures related to security and internet access.

Third Party Beneficiary No persons other than the Contractor and City and their successors and assigns shall have any rights whatsoever under this Agreement.

No Liens Contractor shall not suffer any liens to be filed against any City property by reason of any work, labor, services or materials performed at or furnished to City property, to Contractor, or to anyone using City property through or under Contractor. Nothing contained in the Agreement shall be construed as a consent on the part of the City to subject City property or any part thereof to any lien or liability under any Laws.

Non-appropriation The obligations of the City as to any funding required pursuant to the Agreement shall be limited to an obligation in any given year to budget, appropriate and pay from legally available funds, after monies for essential City services have been budgeted and appropriated, sufficient monies for the funding that is required during that year. Notwithstanding the foregoing, the City shall not be prohibited from pledging any legally available non-ad valorem revenues for any obligations heretofore or thereafter incurred, which pledge shall be prior and superior to any obligation of the City pursuant to the Agreement.

Books and Records Contractor shall prepare in accordance with generally accepted accounting practice and shall keep, at the address for delivery of notices set forth in the Agreement, accurate books of account. All books and records, including tax returns, with respect to the business for the Term and any extensions thereof shall be kept by Contractor and shall be open to examination or audit by the City for a period of three (3) years following expiration or earlier termination of this Agreement.

Force Majeure In the event the Contractor shall be delayed or hindered in or prevented from the performance required hereunder by reason of strikes, lockouts, labor troubles, failure of power, riots, or threats, terrorist acts, insurrection, war, acts of God, or other reason of like nature not the fault of the party delayed in performing work or doing acts (“Permitted Delay”), Contractor shall be excused for the period of time equivalent to the delay caused by such Permitted Delay. Notwithstanding the foregoing, any extension of time for a Permitted Delay shall be conditioned upon the Contractor seeking an extension of time delivering written notice of such Permitted Delay to the City within ten (10) days of the event causing the Permitted Delay.

No Waiver No provision of the Agreement will be deemed waived unless expressly waived in writing signed by the waiving party. No waiver shall be implied by delay or any other act or omission of either party. No waiver by either party of any provision of the Agreement shall be deemed a waiver of such provision with respect to any subsequent matter relating to such provision, and the city’s consent respecting any action by Contractor shall not constitute a waiver of the requirement for obtaining the City’s consent respecting any subsequent action.

Permits and Licenses Contractor shall be responsible for obtaining any and all necessary permits, licenses, certifications and approvals which may be required by any government agency in connection with Contractor’s performance of the Agreement. Upon request of the City, the Contractor shall provide the City with written evidence of such permits, licenses, certifications and approvals.

Successors and Assigns The Agreement shall be enforceable by and against the Contractor, its heirs, personal representatives, successors, and assigns, including successors by way of reorganization.

Subcontract The hiring or use of outside services or subcontractor in connection with the performance of Contractor’s obligations under the Agreement shall not be permitted without the prior written approval of the City. Approval may be withheld by the City in its sole and absolute discretion. Contractor shall promptly pay all subcontractors and suppliers.

Relationship of Parties Nothing contained herein shall be deemed or construed as creating the relationship of principal and agent or of partnership or of joint venture between the City and the Contractor. It is understood and agreed that nothing contained herein, nor any acts of the City or the Contractor, shall be deemed to create any relationship other than the relationship of independent contractors and principals of their own accounts.

APPENDICES

1. Duke Energy Center for The Arts - Mahaffey Theater: Complex Site Maps, Elevation Graphics.

2. Historical Operating Deficit for Mahaffey Theater

3. Mahaffey Theater: Income Statements

4. Mahaffey Theater: Actual Events and Attendance

5. Mahaffey Theater – Mayor’s Performance Charts, including Historical Attendance, Revenue and Expense, Operating Subsidy Per Attendee and Event Use Days by Venue

6. Duke Energy Center for the Arts Naming Rights Agreement

7. Grand Prix of St. Petersburg Agreement

PAGE