USE AGREEMENT (2)USE AGREEMENT
This Use Agreement ("Agreement") is made and entered into effective as of the date of last signature hereto
("Effective Date"), by and between BayCare Health System, Inc., a Florida not-for-profit corporation and its hospitals,
affiliates, and/or subsidiary companies (collectively, "BayCare") and City of Clearwater ("Site").
WITNESSETH:
1. Summary. The following is a summary of some of the terms of this Agreement. All references in this
Agreement to the following terms shall be accorded the meanings or definitions given in this Section, as though such
meaning or definition were fully set forth throughout the text hereof. This Section, together with the terms herein referenced,
shall constitute an integral part of this Agreement.
1.1 BavCare's Name and Address:
BayCare Health System, Inc.
2985 Drew Street
Clearwater, Florida 33759
Address to Send Correspondence and
Notices:
BayCare Health System, Inc.
Attention: Grants Office
2985 Drew Street
Clearwater, Florida 33759
With Copy to:
BayCare Health System, Inc.
Attention: Legal Services Department
2985 Drew Street
Clearwater, Florida 33759
1.2 Site's Name and Address: City of Clearwater
Attention: Kevin Dunbar
100 South Myrtle Avenue
Clearwater, Florida 33756
1.3 Premises: Specifically, the Premises is space provided, at
Site's discretion, for BayCare to hold
community health screening events and health
education classes pursuant to BayCare's
Getting' REAL program. See Exhibit A.
Use Periods: The time periods during which BayCare shall
be allowed to use the Premises ("Use Periods")
shall be as agreed to in writing by both parties.
1.4 Term: One (1) Year
1.5 Commencement Date:
Effective Date
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AGREEMENT:
2. Premises. Site hereby grants to BayCare a license to use the premises as described in Section 1.3 ("Premises") in
accordance with the terms and conditions of this Agreement.
3. Term: Termination. The term of this Agreement ("Term") shall be as stated in Section 1.4, beginning on the
Commencement Date as defined in Section 1.5. BayCare and Site shall be bound by the terms of this Agreement beginning on the
Effective Date.
4. License Fee. No license fee ("License Fee") shall be due under this Agreement. BayCare is not required to make any
referrals to Site, and Site is not required to make any referrals to BayCare. BayCare and Site each represent and warrant that: (a) it is
entering into this Agreement solely for the purpose of specifying the understanding of the parties with respect to BayCare's use of the
Premises as described herein; and (b) it is not entering into this Agreement for the purpose of inducing the referral of business from the
other party, to compensate the other party for any referrals, or to obtain remuneration in return for referrals.
5. Maintenance. Site shall keep and maintain the Premises in a safe and sanitary condition at all times. BayCare shall
leave the Premises in a clean and orderly condition. If alterations to the Premises are allowed, BayCare shall restore the Premises to its
original condition after the Use Periods, and shall repair any damage caused by its negligence or that of its representatives or invitees.
6. Use of Premises. BayCare shall use the Premises during the Term of this Agreement at times and on dates agreed to
in writing by both parties. BayCare shall not make any use of the Premises that would: (1) represent an unlawful, improper, immoral,
unethical or objectionable purpose; (2) constitute a nuisance, annoyance, inconvenience or danger; or (3) void or make unenforceable
any insurance covering the Premises. Without limiting the generality of the foregoing, BayCare must conduct all business practices and
its obligations under this Agreement in compliance with all Health Department regulations, the Florida Building Code, and all applicable
local, state, and federal laws.
7. Insurance. Throughout the Term of this Agreement, the parties shall maintain Comprehensive General Liability,
Professional Liability/Malpractice/Errors or Omissions, Workers Compensation, and Automobile Insurance or self-insurance, and shall
furnish a Certificate of Insurance to the other party upon request. BayCare shall add Site as an additional insured to its General Liability
policy required pursuant to this Section 7 (Insurance) if requested in writing by Site.
8. WAIVER OF TRIAL BY JURY.TO THE MAXIMUM EXTENT PERMITTED BY LAW, BAYCARE AND
SITE EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION OR TO HAVE A JURY PARTICIPATE IN
RESOLVING ANY DISPUTE ARISING OUT OF OR WITH RESPECT TO THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE
TRANSACTIONS RELATED HERETO.
9. Independent Contractor. This Agreement shall create an independent contractor relationship between the
parties. Nothing in this Agreement shall be deemed to create a joint venture, partnership, agency, employment, or similar
relationship. Neither party has authority to enter into any contract or incur any other obligation on behalf of or in the name of the other
Ply
10. BavCare's Responsibility. BayCare remains responsible for the care and oversight of all of BayCare's officers,
agents, employees, servants, patrons, licensees, customers, visitors, guests, and invitees.
11. Force Majeure. Site does not guarantee the uninterrupted use of the Premises as the use of the Premises may be
suspended or delayed by reason of fire, storm, explosion, strike, lockout, labor dispute, casualty, accident, or by reason of any other
cause beyond Site's control.
12. Attorneys' Fees. In case suit shall be brought by either BayCare or Site for the breach of the provisions of this
Agreement, the prevailing party shall recover from the non -prevailing party all costs and reasonable attorneys' fees incurred by the
prevailing party, including those incurred on appeal.
13. Entire Agreement; Amendments and Waivers; Severability. This Agreement contains the entire agreement and
understanding between the parties and supersedes any and all prior agreements or understandings of the parties. This Agreement may
not be amended except by instrument in writing signed by BayCare and Site. No provision of this Agreement shall be deemed to have
been waived by BayCare unless such waiver is in writing signed by BayCare, and no custom or practice which may evolve between the
parties in the administration of the terms hereof shall waive or diminish the right of BayCare to insist upon the performance by Site in
strict accordance with the terms hereof. The terms and conditions contained in this Agreement shall inure to the benefit of and be binding
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upon the parties hereto, and upon their respective successors in interest and legal representatives, except as otherwise herein expressly
provided. Any provision or provisions of this Agreement which are deemed invalid, void or illegal shall in no way effect impair or
invalidate any other Agreement provisions, and the remaining Agreement provisions shall remain in full force and effect.
14. Hazardous Substances. Site shall not cause or permit any hazardous substances to be used, stored, generated or
disposed of in, on or about the Premises by Site, or its agents, contractors, servants, licensees, employees, or invitees.
15. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of
Florida, exclusive of its choice of law rules. All disputes directly or indirectly related to this Agreement shall be litigated solely in the
state and federal courts with jurisdiction over the county in which the Premises is located and no other place, and the parti es hereby
agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts.
16. Authority. Site hereby represents and warrants to BayCare that Site is a duly formed and existing entity qualified to
do business in the state in which the Premises are located, that Site has full right and authority to execute and deliver this Agreement,
and that each person signing on behalf of Site is authorized to do so. BayCare hereby represents and warrants to Site that BayCare is a
duly formed and existing entity qualified to do business in the state in which the Premises are located, that BayCare has full right and
authority to execute and deliver this Agreement, and that each person signing on behalf of BayCare is authorized to do so.
17. Non-Publicitv. BayCare has a policy prohibiting the use of its name, brand, likeness, trademarks, or other intellectual
property for publicity and/or advertising purposes unless such publicity/advertising will have a materially beneficial impact on its image
and/or reputation. BayCare represents to Site that few requests it receives for publicity and/or advertising (including joint releases
and/or testimonials) meet this requirement. All requests to use BayCare's name, brand, likeness, trademarks/intellectual property,
statements from employees, results from questionnaires, or any other related requests ("Publicity/Advertising Requests") must be
submitted in writing to BayCare's Director of Communications who will facilitate BayCare's intemal review and approval process. Site
agrees that BayCare will approve or disapprove all Publicity/Advertising Requests in its sole discretion.
18. Execution. This Agreement may be executed in one or more counterparts, each of which when so executed and
delivered (whether by facsimile, e-mail, or other electronic means) shall be deemed to be an original, and all of which taken together
shall constitute one and the same instrument. A facsimile, PDF, or other electronic signature shall create a valid and binding obligation
of the party executing (or on whose behalf such signature is executed), and shall be deemed an original signature for all purposes under
this Agreement.
19. Mutual Right to Terminate. Notwithstanding anything contained herein to the contrary, at any time during the Term,
BayCare or Site shall have the right to terminate this Agreement, without cause and without penalty, by delivering at least thirty (30)
days advance written notice to the other party specifying the date on which this Agreement shall terminate ("Termination Date").
20. Liability and Hold Harmless. BayCare and Site shall be liable for their own acts of negligence, or their respective
agents' acts of negligence when acting within the scope of their employment, in the performance of this agreement; provided,
however, that Site's liability is subject to the monetary limitations and defenses imposed by Section 768.28, Florida Statutes. Nothing
herein is intended to serve as a waiver of sovereign immunity by Site, nor shall anything herein be construed as consent by Site to be
sued by any third party for any cause or matter arising out of or related to this agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
BAYCARE ALTH SYSTEM, INC.: CITY OF CLEARWATER:
By: By:
Print Name: N 5-7/.071' S Print Name:
Title: 1//(( �,f) \ep tUui/%eir Title:
Date: / / /
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pxy**SEE ATTACHED SIGNATURE PAGE FOR CITY OF
CLEARWATER SIGNATURES**
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EXHIBIT A
PREMISES
The Long Center
1501 N Belcher Rd, Clearwater, FL 33765
Ross Norton Recreation and Aquatic Complex and Extreme Sports Park
1426 S. MLK Jr Ave., Clearwater, FL 33756
Morningside Recreation Complex
2400 Ham Blvd., Clearwater, FL 33764
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BayCare Health System, Inc. Use Agreement
Countersigned:
By:
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William B. Horne II
City Manager
Owen Kohler
Assistant City Attorney
CITY OF CLEARWATER, FLORIDA
Attest:
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Rosemarie CaII
City Clerk