NON-EXCLUSIVE REVOCABLE LICENSE AGREEMENTNON-EXCLUSIVE REVOCABLE LICENSE AGREEMENT
This Agreement is made and entered into on_,�;�r�fn ��^ %-��i , 2012, between
the City of Clearwater, a municipal corporation of the S at te of Florida, whose address is
Attn: Parks and Recreation Director, Post Office Box 4748, Clearwater, FL 33758-
4748, as "City", and Junior League of Clearwater-Dunedin ("JLCD"), a Florida Not-For-
Profit Corporation, 1265 Bayshore Boulevard, Dunedin, FL 34698, as "Funding Agent",
and Eckerd Youth Alternatives, Inc. (d/b/a Eckerd Community Alternatives), ("ECA")
8550 Ulmerton Road, Suite 130, Largo, FL 33771, and Camelot Community Care, Inc.
("CCC") 4910-D Creekside Dr., Clearwater, FL 33760, (ECA and CCC each individually
referred to as "Licensee" or collectively as "Licensees") (each party to this agreement
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 and families in the foster care system;
and
WHEREAS, the City desires to provide programs and activities as a means to
help those involved in the foster care system; and
WHEREAS, the City owns the Ross Norton Recreation and Aquatic Complex,
("Center" or "Licensed Premises"), located at 1426 S. Martin Luther King Jr. Ave.,
Clearwater, Florida; and
WHEREAS, JLCD desires to partner with the Eckerd Youth Alternatives "ECA"
and Camelot Community Care "CCC" and the City in providing educational, motivational
and cultural programs (the "Services", as more particularly described herein) at the
Center by offering life skills programming primarily for middle and high school-aged
youth, adults and families;
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. The Licensees shall be permitted the non-exclusive use of the
Ross Norton Recreation and Aquatic Complex's common facilities, programming
facilities, swimming pool and other services as described herein. The Licensees hereby
acknowledge and agree that the center is open to the public and 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. However, the City will. In good faith,
endeavor to accommodate the Licensees' requests for programming space. The
Parties hereto agree and acknowledge that JLCD is solely the Funding Agent for the
Licensees and will not occupy or utilize the License Premises to provide services, but
may conduct meetings at the center as meeting space is otherwise provided for
community groups. This License is not coupled with an interest and confers no
property interests to the Licensees whatsoever.
Such property shall hereinafter be referred to as the "Licensed Premises".
3. TERM. The term of this Agreement shall be for one year; which term shall
commence on the 1 s t day of oc tober , 2012 and shall continue until midnight
on the 9/30/13 ("Initial Term"). This Agreement may be renewed for finro (2) one
(1) year terms, 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. A the Funding Agent of the Licensees, and in
consideration of the mutual benefits and obligations herein, on behalf of the Licensees,
JLCD agrees to pay and the City agrees to accept a License Fee for the year in the
amount of $22,000 per year payable in quarterly payments of $5,500 on Aug 1, Nov 1,
Feb 1 and May 1 for each year. At the end of each term, the License Fee will be
adjusted to reflect applicable changes in License Premises use or the cost of operating
the facility.
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, the City will provide all utilities necessary for the
operation of the Licensee's programs.
b) The City shall not make any monetary contributions as a part of this
Agreement.
c) City Programs. The City has the right to operate, offer and coordinate
programs, rentals and special events at the center.
d) City staff will be responsible to coordinate all scheduling for use of the
facility, including the Licensees' Programs and Services.
e) This Agreement and any other agreement associated with the Center will
be managed by the City.
f) In consideration of providing services at the center, the City will provide
recreational "Play Passes" to be used at Ross Norton Recreation and Aquatic Complex
only, by the participants in the CCC program for foster teens. The Play Passes will be
valid for the term of the License. The Play Passes will allow drop-in use of the fitness
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room, gymnasium, skate park, swimming pool and teen lounge. Play Passes shall allow
for entrance and the use of the facility in line with permissions and benefits typically
granted to city Play Pass holders. In addition, Play Pass holder will receive a 25%
discount on any third-party contracted programs at the center that are not included as a
benefit of the Play Pass.
g) The City will offer existing city staff-led recreational programs at the center
to participating foster teens at a 75% discount.
H) The City shall furnish JLCD and the Licensees an annual report from their
recreation software detailing play pass holders and the dates, hours and use by JLCD,
ECA or CCC. The City is not obligated to generate any data or reports not typically
created by recreation software in the City's normal course of business.
6. AGENCY PROGRAMS AND USE OF FACILITY.
a) The Licensees Services/Programs. The Licensees shall provide
educational, cultural, athletic and motivational programs at the Center for
the benefit of foster teens and families. It is estimated, but not limited to
the following:
once or twice a 20-30
Youth Council month people teen room
17 year olds once a month 10 people teen room
Foster Training Orientation once a month 50 people multipurpose room
MAPP Training 30 weeks per year 50 people multipurpose room
Junior League Foster Projects once a month 30 people teen room or multipurpose
Back to School Program once a year 50 people multipurpose room
Foster Parent Training once a month 50 people multipurpose room
Junior League General Meetings 7 annually 80 people multipurpose room
Other Junior League 10 annually 20 people Multipurpose room
b) The Licensees. The Licensees, at their expense, will have staff or
volunteers conduct 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 other liability, and are subject
to the supervision, personnel practices and policies of the Licensees. Unless otherwise
approved, all Licensees' staff shall meet minimum requirements and qualifications to
coordinate and fulfill Services, and shall provide the City evidence of same at the City's
request.
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c) Rules for Use. Rules and regulations applicable to and governing the
use of the Center by the Licensees may be established by the JLCD, 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, the Licensees promise 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 the Licensees 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. The Licensees will defend, indemnify and
save the City harmless from any and all fines, penalties, costs, expenses, or damages
resulting from the Licensees' failure to observe and perform the undertakings contained
in this section.
e) No Unlawful Use. The Licensees promise and agree that it will make or
allow no unlawful, improper or offensive use of the premises. Further, the Licensees
understand and agree 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.
f) Signage. JLCD, 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). Additional rates may apply for additional pool use, if available. Swim lessons
are available, but JLCD and/or the Licensees 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. JLCD 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 not included under this license
agreement. JLCD must pay all direct expenses associated with any rental or special
event use of the building.
i) Room Set Up. The Licensees shall assist City staff with the set-up,
clean-up and break-down of rooms to be used in fulfilling the Services.
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7. MAINTENANCE OF THE CENTER BY JLCD
a) Repair of Damage. The Licensees understand and agree that it is
responsible for and will cause to be repaired at the Licensees' expense, damage to the
Center other than normal wear and tear caused by Staff or participants.
8. PAYMENT FOR ALL PROGRAM OPERATING EXPENSES. JLCD is
responsible to pay all operating expenses associated with the Services and operations
held at the Center including but not limited to expenses for all office supplies,
telephones, and internet connections, if applicable.
9. PAYMENT FOR FEES AND TAXES. JLCD 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 JLCD ACTIVITIES. JLCD shall furnish the
City Parks and Recreation Department with an annual report of activities conducted
within 60 days of the end of JLCD'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.
JLCD 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 JLCD
pertaining to the services offered. 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. JLCD 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
JLCD or the Licensees without prior written approval from the City. 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 the Licensees 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
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Clearwater City Council. Any improvements shall become the property of the City upon
expiration or termination of this Agreement.
14. RISK OF LOSS. JLCD and the Licensees are responsible to insure its
personal property. All personal property placed or moved in the Center premises shall
be at the risk of JLCD, the Licensees or owner thereof. The City shall not be responsible
or liable to JLCD or the Licensees 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 JLCD or the Licensees 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.
17. INSURANCE. The Licensees 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 the Licensees including all activities occurring thereon.
b) 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) The Licensees 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: The Licensees 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.
18. LIABILITY AND INDEMNIFICATION. The Licensees shall act as
independent contractors and agree 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
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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 the Licensees' activities or those of any
approved or unapproved invitee, contractor, subcontractor, or other person approved,
authorized, or permitted by the Licensees 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. Nofinrithstanding any other provisions of this
Agreement during the term of this Agreement, the Licensees for itself, agents and
representatives, as part of the consideration for this Agreement, does covenant and
agree that:
a) Non-discrimination: the Licensees agree 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. The Licensees agree 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 the Licensees
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 the Licensees.
The Licensees further agrees to execute any instrument of subordination, which might
be required by mortgagee of the City.
21. DEFAULT, REMEDIES, TERMINATION BY CITY.
For Cause: Failure to adhere to any of the provisions of this Agreement by any
party shall constitute a Default hereunder and shall be cause for termination. Should
the party fail to cure said Default within a period of thirty (30) days after notice in writing
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
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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 JLCD and
the Licensees, facilities comparable to that currently enjoyed by JLCD and the
Licensees 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 thirty (30) days 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.
22. MISCELLANEOUS.
a) This Agreement shall bind the City and its assigns or succ�ssors, and
JLCD and the Licensees and assigns and successors of JLCD and the Licensees, 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.
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 regarding
radon 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
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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 JLCD, addressed to President, 1265 Bayshore Boulevard, Dunedin,
FL 34698.
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 are
for the purpose of reference only and are not to be considered in the construction of this
Agreement or in the interpretation of the rights or obligations of the parties hereto.
27. NO HAZARDOUS MATERIALS. JLCD 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, JLCD
expressly herewith agrees to indemnify and hold City harmless from any 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 substances at 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.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date set forth above.
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CITY OF CLEARWATER, FLORIDA
Countersigned:
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George N. Cretekos, Mayor
Approved as to form:
ECKERD YOUTH ALTERNATIVES
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By: Ron Zvchowski, COO
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LOT COMMUNITY CARE
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By. ��
William B. Horne II, City Manager
Attest:
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Laura Lipowski Mahony Rosemarie Call, City Clerk �'%
Assistant City Attorney �,`►�_ �
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