Louisville Olmsted Parks Conservancy, Inc., And City of Louisville Parks Department

THIS MASTER OPERATING AGREEMENT, entered into by the LOUISVILLE AND JEFFERSON COUNTY PARKS DEPARTMENT, an agency for which the City of Louisville serves as fiscal agent, herein referred to as "Parks," and the LOUISVILLE OLMSTED PARKS CONSERVANCY, INC., herein referred to as "Conservancy";

WITNESSETH:

WHEREAS, Conservancy is a Kentucky non-profit corporation whose purposes are:

To raise funds for the preservation and restoration of the Olmsted parks and parkways in the City of Louisville; and

To raise the visibility of and appreciation for the Olmsted parks and parkways through special events and programs; and

To advise and counsel the Mayor and Director of the Parks Department on appropriate measures to enhance and protect the Olmsted parks and parkways for the present and future generations; and

WHEREAS, the City and Parks desire to encourage the work of the Conservancy and may support it through appropriations of funds from time to time;

NOW, THEREFORE, the parties hereto agree as follows:

1. DUTIES OF THE CONSERVANCY.

A. The Conservancy shall provide advice and counsel to the Parks Department of preservation, protection and restoration of the Olmsted parks and parkways in the City of Louisville.

B. The Conservancy shall raise private funds and shall expend those funds and any funds received from the City, for the sole purpose of preserving and restoring, and promoting the preservation and restoration, of the Olmsted parks and parkways in the City of Louisville.

C. The Conservancy shall prepare and submit to the Parks Director a Master Grant Agreement and a budget for each request for City Funds, with a copy to the Director of Finance of the City.

D. The Conservancy shall provide Parks with a quarterly report showing all City funds received and expended and the purposes for which said funds are expended. If the quarterly report indicates any improper expenditure or procedure, Parks shall bring said problem to the attention of the Conservancy Board and the Board will have 30 days to correct the problem and respond to Parks.

E. All Conservancy funds shall be deposited and handled in accord with all applicable laws and regulations of City, state and federal governments. Direct expenditures for City parks shall not be made without approval of the Director of Parks.

2. DUTIES OF PARKS.

A. Parks shall disburse to Conservancy any City money appropriated to it upon receipt and approval of a project budget and Master Grant Agreement.

B. Parks shall hire as an employee, the director of the Conservancy, so long as Parks is reimbursed by Conservancy for the full salary of said employee.

C. The City, through Parks, shall provide an office for the Conservancy as long as there is space available. The Conservancy shall reimburse Parks for supplies and operating expenses for any office so provided.

D. The Director of Parks shall keep the Conservancy informed of proposed activities, plans or actions concerning Olmsted parks and parkways in the City and shall consider any suggestions the Conservancy may make.

3. INDEMNIFICATION.

A. The Conservancy shall indemnify and hold harmless Parks and the City, their officers, agents and employees, from and against all claims, damages and losses arising out of or resulting from the negligent action of Conservancy employees, officers or agents, acting within the scope of their employment.

B. Parks and the City shall indemnify and hold harmless the Conservancy, its Directors, officers and agents, from any and all claims, damages and losses arising out of or resulting from the negligent action of parks or the city, their agents and employees, acting within the scope of their employment.

4. CONFLICT OF INTEREST.

If a conflict of interest arises by virtue of the Director of the Conservancy being an employee of the City, the desire of the Mayor of the City shall prevail over the desire of the Conservancy director or its Board in all matters involving the City and Parks. Final responsibility for the operation and use of the City’s Olmsted parks rests with the Parks and the City of Louisville.

5. DURATION AND TERMINATION.

This Agreement shall become effective upon final approval, indicated by signatures of both parties, and shall continue in effect until terminated by either party for cause, convenience or lack of funding. Cause for termination shall include either party’s failure to fulfill, in timely and proper manner, its obligations under this Agreement, or, violation of any of the covenants, agreements or stipulations contained in the Agreement. Either party shall give written notice to the other of termination, specifying the effective date, at least sixty (60) days before the effective date. In such event, all finished or unfinished documents, data, studies and reports in possession of the Conservancy which were prepared for the City’s Olmsted parks and parkways, shall, at the option of Parks, become the property of Parks, although Conservancy may retain copies of any documents.

IN TESTIMONY WHEREOF, this Agreement shall be duly executed as set forth below:

LOUISVILLE OLMSTED PARKS CONSERVANCY, INC.

BY:

TREASURER

DATE:

LOUISVILLE AND JEFFERSON COUNTY PARKS DEPARTMENT

BY:

DIRECTOR

DATE:

APPROVED AS TO FORM:

DIRECTOR OF LAW

9/93