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LICENSE AGREEMENT FOR INTERNAL USE BY NONPROFIT ORGANIZATIONS AND PUBLIC AGENCIESSMRC Self -Management Resource Center License Agreement Between Licensee and the Self -Management Resource Center for Internal Use by NonProfit Organizations & Public Agencies This Agreement between THE SELF-MANAGEMENT RESOURCE CENTER, INC. ("SMRC"), a California company having powers under the laws of the State of California, and City of Clearwater ("Licensee"), a public agency or nonprofit organization having a principal place of business at 1501 N. Belcher Road, Suite 225, Clearwater, FL 04330 is effective on 3rd day October 2019 ("Effective Date"). Background: SMRC has evidence based Programs for people with chronic conditions, cancer survivors, and caregivers. In addition, SMRC has training programs for Leaders and Trainers. The Programs developed at Stanford University span over 35 years of research and include methodologies, strategies, and structure for successful self-management that has been validated and shown efficacy. SMRC grants permission to Licensee to use the Programs internally. Licensee must ensure that Program Leaders have received training for the specific Program(s) selected and adhere to the fidelity standards. The Parties agree as follows: 1. SMRC grants Licensee permission to use the Programs listed below ("Programs") under the terms and conditions described in this Agreement: A. Building Better Caregivers (BBC), B. Cancer: Thriving and Surviving (CTS), C. Chronic Disease Self -Management Program (CDSMP)*, D. Chronic Pain Self -Management Program (CPSMP), E. Diabetes Self -Management Program (DSMP), F. Manejo Personal de la Diabetes (SP DSMP), G. Positive Self -Management Program (HIV), and H. Tomando Control de su Salud (SP CDSMP). * includes Workplace CDSMP (wCDSMP) 2. Licensee agrees to use the Programs for its internal educational and research purposes. Internal educational purposes are limited to: a. Workshops given by Licensee's employees and volunteers. Volunteer is defined as an individual who is not compensated, or compensated to cover expenses, by any organization for the time to give, administer or facilitate the Programs. b. Leader trainings given by Licensee's employees and volunteers. Volunteer is defined as an individual who is not compensated by any organization for the time to give, administer or facilitate the Programs. If Licensee trains Leaders outside of Licensee's organization, Licensee must verify that the third pa rty tra inee(s) Self -Management Resource Center, LLC 711 Colorado Avenue, Palo Alto CA 94303 USA wwwselfmanagementresource.com • licensing@selfmanagementresource.com Page organization has a valid license. If the trainee(s) organization does not have a valid license they must first obtain a license from SMRC. c. Master trainings are not a part of this Agreement. SMRC must be contacted before the offering of any Master Trainings at least three months in advance. For information on offsite Master Training fees, refer to training fees page on the SMRC website www.selfmanagementresource.com/training.com Licensee may not use the Programs except as expressly described in this Agreement. 3. This Agreement will be effective from October 3, 2019 through October 3, 2022. 4. Licensee agrees to submit yearly reports on the anniversary of this Agreement to SMRC detailing Licensee's dissemination of the Programs. Licensee must submit reports by completing the online form at https://www.selfmanagementresource.com/submit-reports.com. Licensee will report the number of Workshops given: a. Specifically, Licensee will report the number of workshops given for each Program, the start date of each workshop, the number of attendees for each workshop and the number of attendees who completed 4 or more workshop sessions. b. If Licensee has trained any Leaders, Licensee will submit the number of Leader trainings for each Program, the start date of each training, the number of Leaders trained in each training and how many of the trained Leaders are active (facilitating workshops). 5. In consideration of the permission granted above, Licensee agrees to pay a nonrefundable license fee of $500.00 USD. Licensee may give up to 20 combined workshops and 2 Leader trainings during the term of this Agreement. If Licensee has given in excess of 20 workshops and/or 2 Leader trainings, Licensee must contact SMRC atlicensing@selfmanagementresource.com 6. Licensee can only reproduce and distribute the Programs for the sole purpose of administering the Programs for internal educational purposes. All training materials and manuals that are produced must include the following notice on the inside cover: "©Self -Management Resource Center. Inc., 1980 - 2019. All rights reserved. All or portions of this material include copyrighted materials belonging to Self -Management Resource Center. To obtain a license please contact the Self -Management Resource Center." All Program materials must display the following subtitle "An SMRC Evidence -Based Self -Management Program originally developed at Stanford University" and the SMRC logo. Any other use of the Programs in whole or part is prohibited. A reproduction of this Agreement must be inserted into all manuals at the place indicated in the manual. 7. All advertising materials including but not limited to flyers, emails and any websites used to describe the Licensed Content and Licensed Programs must include the SMRC logo and subtitle. It must be clear that the Licensed Content that is being delivered is owned by SMRC. For example, if the Program title has been modified, the SMRC Subtitle and SMRC logo must also be included and displayed; 8. Licensee may not create derivatives of the Programs without the express written permission of SMRC. Licensee may not otherwise commercially exploit the Programs or any material derived from or based upon the Programs. Licensee will allow SMRC or its designee to examine Licensee's records to verify payments made by Licensee under this Agreement. 9. Licensee agrees to contact SMRC for permission to reproduce or distribute the Programs or any material derived or adapted from the Programs for any use not specifically granted in this Agreement. Self -Management Resource Center, Inc. Page 2 711 Colorado Avenue, Palo Alto CA 94303 USA Www.selfmanagementresource.com • licensing@selfmanagementresource.com 10. If Licensee wants to collaborate with another organization to offer training, Program materials, or any other use of the Programs, Licensee should contact SMRC to ensure that the intended use is permitted and the organization has a current license agreement with SMRC. 11. When working with any other organization, Licensee will use these questions to help determine if the other organization needs a license: a. Was the training for the Leaders of this workshop supplied by the Licensee? b. Are the Master Trainers (trainers of Leaders), T -Trainers (trainers of Master Trainers) or Leaders, employees or volunteers of the Licensee? c. Is your organization's name and/or logo on all advertising and materials? d. Are the names of all participants sent to your organization? e. Is your organization responsible for quality control and liability for this workshop? if Licensee has answered "No" to any of these questions, the organization needs to obtain a license to the Programs. To obtain a license contact the Self -Management Resource Center at 711 Colorado Avenue, Palo Alto CA 94303 USA, Email: licensing@selfmanagementresource.com, Ph: (650) 242-8040, www.selfmanagementresource.com 12. The permission granted in this License Agreement extends only to the current version of the Programs available as of the Effective Date of this Agreement and not to any subsequent versions of the Programs. 13. Licensee agrees that any prior license agreements or permissions to use, distribute, reproduce and perform any portions of the Programs or any previous versions of the Programs are hereby terminated and superseded in their entirety by this Agreement. Both parties agree that no further rights survive from such superseded license agreements or permissions. The terms of this Agreement supersede the terms of any other agreement or purchase order. 14. SMRC may terminate this Agreement immediately upon written notice to Licensee in the event Licensee or any Licensee personnel uses, discloses or reproduces the Program materials in any manner not permitted by this Agreement. SMRC may also terminate this Agreement if Licensee is in breach of any clause, fails to submit reports or fails to adhere to fidelity standards as outlined in the SMRC Fidelity Manual available on the SMRC website https://www.selfmanagementresource.com/resources/ 15. Licensee will use the Program(s) at its own risk, and SMRC does not represent that the Program(s) is accurate or up-to-date. SMRC will have no liability to Licensee or to any third party as a result of its use of the Program, and to the extent allowed under the laws of the Florida, Licensee will indemnify and hold SMRC harmless from any claims related to Licensee's use of the Program(s), subiect to the doctrine of sovereign immunity and limitations set forth in F.S. 768.28. 16. Licensee agrees that SMRC may publish the name of Licensee and the organization's contact information, state and that Licensee has a license to the Programs on the SMRC website, the Evidence -Based Leadership Council (EBLC) website and related materials. LICENSEE 1 certify that my organization is a not for profit organization or a public agency and agree to the terms and conditions above. By: Name: Title: Date: License ID#: 2237 Self -Management Resource Center, Inc. 711 Colorado Avenue, Palo Alto CA 94303 USA www.selfmanagementresource.com • licensing@selfmanagementresource.com Page 3 Countersigned: •-eteorvu‘cm\405 George N. Cretekos Mayor App- d as • form: en Kehler Assistant City Attorney Self -Management Resource Center: Nieves Mill Licensing Manager 9zzi9 Date 1,ciuf CITY OF CLEARWATER, FLORIDA By: Attest: William B. Horne II City Manager Rosemarie CaII City Clerk