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LICENSE AGREEMENT FOR THE PURPOSE OF NUTRITION SERVICESLICENSE AGREEMENT BETWEEN CITY OF CLEARWATER AND NEIGHBORLY CARE NETWORK FOR THE PURPOSE OF NUTRITION SERVICESnn This Agreement, made and entered into this day of _ vt4--1- , 2020 ("Effective Date") by and between City of Clearwater ("City"), having its principa place of business at 100 S. Myrtle Avenue Clearwater, FL 33756 and NEIGHBORLY CARE NETWORK, a Florida non-profit corporation, ("Neighborly"), having its principal place of business at 13945 Evergreen Ave, Clearwater, FL 33762, (collectively, the "Parties"). RECITALS: WHEREAS, Neighborly is a Florida non-profit corporation exempt from federal income taxation pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; and WHEREAS, the City of Clearwater owns and maintains a facility located at the North Greenwood Recreation and Aquatic Complex at 900 N Martin Luther King Jr Ave, Clearwater, FL 33755 ("NGRAC" or "Facility"); and WHEREAS, Neighborly provides Meals on Wheels, senior dining, and related social services to individuals in Pinellas County, Florida; and WHEREAS, Neighborly desires to use the NGRAC for the purpose of such services under the terms of this Agreement; and NOW, THEREFORE, in consideration of the mutual promises and agreements herein set forth and other good and valuable considerations, the Parties hereto, intending to be legally bound hereby, have agreed as follows: The foregoing recitals are hereby incorporated into this Agreement. ARTICLE I 1.1 "Use Areas" means the Food Preparation Area, Dining Area, Storage Area, and restrooms collectively. 1.2 "Food Preparation Area" means the entire area within the Facility known as the kitchen. 1.3 "Nutrition Services" means Meals on Wheels, senior dining, and related social services to individuals in Pinellas County. 1.4 "Dining Area" means the multi-purpose room located in the northwest corner of the NGRAC, including the kitchen. 1 1.5 "Storage Area" means storage space located within the multi-purpose room located in the Northwest corner of the NGRAC wherein Neighborly may store supplies for the provision of Nutrition Services. ARTICLE II 2.1 Permitted Use of NGRAC. Neighborly is authorized to use NGRAC for the purpose of providing Nutrition Services as defined herein. No other uses shall be allowed except those consistent with Neighborly's goals of providing Nutrition Services, unless mutually agreed upon in writing by both Parties. The Use Areas within the Facility may be modified if mutually agreed upon in writing between the Parties. 2.2 Hours of Use. The City shall make available the following areas during the times listed below: Area Day Time Food Preparation Monday - Friday 8:00 a.m. - 2:30 p.m. Hall Monday - Friday 8:00 a.m. - 2:30 p.m. Storage Monday - Sunday Business Hours The hours and availability of the Areas within Facility may be modified if mutually agreed upon in writing between the Parties. 2.3 Use of Furniture and Equipment. The City shall provide Neighborly with the use of dining room furniture and equipment. Such use includes allowing Neighborly to arrange such furniture and equipment, provided that such use does not unduly infringe upon the City's needs and regular usage of such furniture and equipment. Neighborly must return furniture and equipment to its original place at the end of each day. 2.4 Installation of Additional Furniture and Equipment. The City shall allow Neighborly to install additional furniture and equipment to provide Nutrition Services. Such additional furniture and equipment may include: a. Two File Cabinets (2 drawer) b. 1 -Bulletin Board (portable) c. Signage related to the provision of Nutrition Services Neighborly shall be responsible for all costs associated with the installation of additional furniture and equipment. 2.5 License Fees. Neighborly will pay the City a total of $200.00 per month for utilization of the dumpster and utility usage. Neighborly will supply a wireless laptop and printer for use by the Dining Site. 2 2.6 Structural Maintenance and Major Repairs. The City shall maintain the structural portions of Facility. T h e City shall maintain and be responsible for all major repairs, including but not limited to electrical, plumbing, air conditioning and other related components of NGRAC that require service from ordinary wear and tear. Neighborly shall be responsible for such repairs or damage due to the negligence of Neighborly, its employees, agents, assigns, contractors and/or subcontractors. ARTICLE III 3.1 Maintenance of Furniture and Equipment. Neighborly shall clean and maintain all furniture and equipment in a satisfactory condition. Neighborly shall be responsible any damage due to the negligence of Neighborly, its employees, agents, assigns, contractors and/or subcontractors. 3.2 Maintenance of Use Areas. Neighborly shall clean and maintain the Use Areas in a satisfactory condition. Neighborly shall be responsible any damage due to the negligence of Neighborly, its employees, agents, assigns, contractors and/or subcontractors. 3.3 Nutrition Services. Neighborly shall provide Nutrition Services at Facility for those individuals who are eligible for such services. Neighborly shall determine individual eligibility and the method to render such services. 3.4 Restrictions on Nutrition Services. Neighborly shall not use NGRAC in any manner that is not in furtherance of providing Nutrition Services or other responsibilities under this Agreement. 3.5 Maintain Insurance. Neighborly shall maintain, at its own expense, liability insurance in an amount solely approved by City, and name City as additionally insured. 3.6 No Illegal Use. Neighborly shall not cause or allow any unlawful, improper, or offensive use of the Facilities. Further, Neighborly understands and agrees 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 Facility and those adjacent areas used by Neighborly. 3.7 Rules for Use. Neighborly must follow all City policies, rules, and regulations governing the use of the Facility. Neighborly may establish its own rules for use, provided they are not in conflict or inconsistent with City rules for use or this Agreement. 3.8 Non-discrimination. The City of Clearwater complies with the Americans with Disabilities Act ("ADA"), which prohibits discrimination on the basis of disability. The ADA, as applied to cities, counties, and other local governmental entities, requires that no qualified individual with a disability shall, on the basis of a disability, be denied the benefits of local government services, programs, or activities. Neighborly acknowledges 3 the importance of complying with the ADA and agrees to educate itself and its members of all requirements of the ADA and will abide by same. Neighborly shall not discriminate on the basis of race, creed, color, age, national origin, religion, sex, disability or any other protected class in accordance with current state or federal laws. The City reserves the right to terminate this Agreement immediately upon breach of this covenant. Neighborly agrees to include the requirements to adhere to Title VI and Title VII of the Civil Rights Act of 1964 in all approved sub -contracts. The City reserves the right to terminate this Agreement immediately upon breach of the above non- discrimination covenants. ARTICLE IV 4.1 Duration. This Agreement shall remain in effect for one (1) year period which shall begin on the Effective Date as set forth above and shall continue unless terminated as provided in this Article. 4.2 Termination. This Agreement shall terminate on the occurrence of any of the following events contained herein. a. Mutual Agreement. At any time by mutual agreement, in writing, between Neighborly and City. b. Option of Either Party. At the option of either Party by providing at least thirty (30) days written notice to the other Party of the effective date of termination. c. Agreement with Area. Agency on Aging. Neighborly shall be able to terminate this Agreement immediately if it fails to enter into an agreement with the Area Agency for Aging to fund the provision of Nutrition Services to be furnished under this Agreement. d. Termination of Funding. Neighborly shall be able to terminate this Agreement immediately if funding has been utilized in full or termed within twenty-four (24) hour notice to City. e. Municipal Purpose. The City may terminate this Agreement in the event it determines that the Facility is required for any other municipal purposes by giving thirty (30) days written notice of such intended use, following which this Agreement shall terminate in every respect, and both Parties shall be relieved of any further obligations hereunder, except resulting from the operation hereof, together with any other monies due in accordance with this Agreement. 4.3 Breach. Either party may terminate this Agreement in the event of a material breach of this Agreement by the other Party, by providing written notice of termination to such other party at least fifteen (15) days prior to the effective date of termination. Such notice shall include a description of the facts underlying the claim that the other Party is in breach of this Agreement. Remedy of such breach, in a manner reasonably satisfactory 4 to the Party giving notice, within ten (10) days of such notice, shall act to rescind the notice of termination, but shall not affect any other rights of termination contained in this Agreement. ARTICLE V 5.1 Liability and Indemnification. Neighborly agrees to assume all risks of providing the Nutrition Services 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. This indemnification includes, but is not limited to, matters arising out of, claimed to have been caused by, or in any manner related to Neighborly's activities or those of any approved or unapproved invitee, contractor, subcontractor, or other person approved, authorized, or permitted by Neighborly in or about the Facility whether or not based on negligence. Nothing herein shall be construed as consent by the City to be sued by third parties, or as a waiver or modification of the provisions of Section 768.28, Florida Statute or the Doctrine of Sovereign Immunity. This section shall survive the expiration of the term or termination of this Agreement. ARTICLE VI 6.1 Independent Contractors. Nothing in this Agreement shall be construed to create a relationship between the City and Neighborly of employer and employee or principal and agent, or any relationship other than that of independent contractors. Neighborly shall be responsible for any background screenings of its employees and volunteers, in accordance with federal, state, and local laws. 6.2 Compliance with Laws, Rules, and Regulations. The City and Neighborly agree to comply with all State and Federal laws, ordinances, rules, regulations, or any other law which may govern this Agreement. 6.3 Governing Law. This Agreement shall be governed by the laws of the State of Florida. Venue shall be in Pinellas County Florida. 6.4 Notices. Any notice required under this Agreement shall be in writing to the applicable notice representative set forth below: For the City: Art Kader, Interim Director City of Clearwater 100 S. Myrtle Avenue Clearwater, FL 33756 For Neighborly Care Network: David Lomaka, Executive Director Neighborly Care Network 5 �jL 13945 Evergreen Avenue Clearwater, FL 33762 6.5 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect any other provision, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted. 6.6 Entire Agreement. This Agreement constitutes the entire Agreement between the Parties and contains by reference or otherwise, all the agreements between them with respect to the subject matter hereof. It also supersedes any and all other agreements or contracts, either oral or written, between the Parties with respect to the subject matter hereof. 6.7 Amendments. Except as otherwise provided under this Agreement, the terms and conditions of this Agreement may be amended at any time by mutual written agreement of the Parties. 6.8 Force Majeure. No Party shall be deemed to be in breach of this Agreement for any delay or failure in performance deemed to result from war, fire, riot, civil disorder, insurrection, earthquake, hurricane, disaster, or act of god. In such event, either Party shall be relieved of its obligations pursuant to this Agreement for the duration of the interruption. If the duration occurs for longer than 30 days, then either Party m a y terminate this Agreement. 6.9 Assignment. Neither Party may assign this Agreement without the express written consent of the other P arty. 6.10 Third Party Beneficiaries. This Agreement is entered into for the sole benefit of the Parties. Nothing contained herein or in the Parties' course of dealings shall be construed as conferring any third party beneficiary status on any person or entity not a Party to this Agreement. ARTICLE VII 7.1 This Agreement is not assignable. Any attempt to assign the rights under this Agreement, or any portion thereof shall result in automatic termination and render this Agreement null and void in all respects. 7.2 This Agreement shall be deemed to be a use agreement in the nature of a revocable, non- exclusive license and shall not be deemed to be a lease or conveyance of any real property rights nor shall this Agreement constitute an agreement for the use of real property that would subject the parties to the provisions of any statute regarding landlord and tenant rights. This Agreement shall not establish a landlord -tenant relationship between the parties. This Agreement shall not constitute a partnership, joint venture or create an agency relationship between the parties. 6 7.3 Neighborly agrees and shall not obtain any prescriptive rights, easements, or other legal or equitable interest in the Facility or any premises of the City by reason of the execution of this Agreement, or by compliance with the terms thereof. Ownership of the Facility shall at all times remain with the City of Clearwater, and Neighborly shall not do anything inconsistent with such ownership, except as may be permitted by this Agreement. 7.4 The granting of this license does not vest in Neighborly any interest in the Facility or any premises of the City which may be mortgaged, encumbered or liened, and no action of Neighborly shall cause or create any interests in real estate or any encumbrance upon any such real property. IN WITNESS WHEREOF, the Parties hereto have affixed their hand and seal on this day of n1/6I-s1 , 2020. Neighborly Care Network Executive Director David Lomaka CITY OF CLEARWATER, FLORIDA L)L J -/1 -- William B. Horne II City Manager Approved as to form: en Kohler Assistant City Attorney Attest: 7 Rosemarie Call City Clerk