HomeMy Public PortalAboutTybee Arts Assoc Lease 1-12-12STATE OF GEORGIA )
)
COUNTY OF CHATHAM )
AGREEMENT
This Agreement made and entered into this day of , N+i- by
and between the CITY OF TYBEE ISLAND, GEORGIA (hereinafter the "City") and the
TYBEE ARTS ASSOCIATION, INC., (hereinafter "TAA")
WR7NESSE7Ho
WHEREAS, the City is a municipal corporation under Georgia law authorized to provide
recreational, governmental, public health, and similar activities and facilities to citizens and it is
desirous of improving its ability to do; and
WHEREAS, the TAA is a non-profit corporation engaged in the creation of
performances, shows, classes and education relating thereto and various related activities; and
WHEREAS, the City has certain real property with improvements thereon located at or
near Jaycee Park in the City (hereinafter the "Property"); and
WHEREAS, the location of the above mentioned Property is suitable for the use of the
TAA; and
WHEREAS, in light of the benefits the TAA supplies to the City in the context of
enhancing the community and tourism therein; and
WHEREAS, the parties wish to enter into an agreement to allow the TAA to lease and
occupy the Property in order to conduct association activities therein; and
WHEREAS, the TAA will provide educational classes for senior citizens and teenagers at
no cost or on a scholarship basis as part of the consideration for the use of the Property; and
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WHEREAS, it is the intent of the City and the TAA to continue to work together in good
faith under this Agreement, the policies of the City and applicable laws and ordinances of the
City and State of Georgia;
',NOW, THEREFORE and in consideration of the mutual covenants and conditions
contained herein, the City and the TAA, intending to be legally bound, hereby covenant and
agree as follows:
1. Use of Property. The TAA and its membership shall have the right to occupy the
Property hereinafter described on Exhibit "A" in compliance with all appropriate laws and
ordinances, as well as the terms of this Agreement. The description contained in Exhibit "A" is
incorporated herein.
The City of Tybee Island, upon an agreement with the TAA shall, from time to
time, be entitled to use the Property without charge. Each party hereto agrees to work together in
good faith to reach agreements in connection with the needs of the City and the plans of the
TAA.
notice.
The City at all times maintains the right to inspect the Property with or without
2. Relationship of Parties. The relationship between the City and the TAA shall be
that of independent entities and neither the TAA nor it members, officers, directors, or
employees shall be deemed an employee, representative, or agent of the City for any purpose
whatsoever. Neither the TAA nor its members, volunteers, or employees is entitled to receive
from the City any insurance coverage, worker's compensation benefits, pensions, profit sharing,
paid vacation, sick leave, disability, or other benefits, which might normally be provided by the
City to its officers and employees.
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3. Grant of Leasehold. The City does hereby rent and lease unto the TAA the
Property described on Exhibit "A" hereto and incorporated herein by reference for an annual
rental fee payable on the first (I") day of the Agreement in the sum of One and No/100 ($1.00)
Dollar and for other good and valuable consideration and in consideration of such sum and the
mutual covenants and agreements contained herein delivered by each of the parties hereto to the
other at or before the sealing and delivery of these presents, the receipt and sufficiency whereof
are hereby acknowledged, the City, as owner of the Property, hereby covenants and agrees to
grant, demise, and lease to the TAA and the TAA agrees to hire, take, and lease from the City the
Property and all improvements thereon subject to the terms and provisions of this Agreement.
The rent shall be paid for any renewal terms on the first (I") business day of each calendar year.
The City retains all rights to parking in the area of the Property including the right
to install parking meters on the City right of way or other City property.
The TAA agrees to offer arts and drama programming to youth and senior
residents of the City which is to include a percentage of scholarships on needs -based criteria for
classes for participants.
4. Improvements to Property. The City does not authorize any alteration of the
improvements on the Property or any additions thereto; however, TAA agrees to maintain the
property in its current condition, ordinary wear and tear excepted. The TAA agrees not to do any
work on the building without prior written permission from the Department of Public Works'
manager and must secure appropriate permits for any work.
5. Assignment and Subleasing. The TAA may not sublease any Property described
herein nor assign any rights or interests in any Property or this Agreement without the written
consent of the City. The TAA may not permit other individuals or groups, associations, or
organizations to use the property without the written consent of the City.
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6. Utilities. Funds have been budgeted by the city for the utility usage of the facility
though June 30, 2012 and therefore, the city will provide service until June 30, 2012 and during
the interim, the TAA is to use its best efforts to conserve all energy and resources in connection
with its activities on the premises. By April 30, 2012, the TAA will have the electric service
transferred to be billed directly to the TAA starting July 1, 2012.
7. Indemnification. The TAA, its successors -in -title and assigns, shall indemnify,
protect, save, and hold harmless the City, its officers, Councilpersons, employees, and agents,
from and against any and all claims, demands, judgments, setoffs, losses, damages, liabilities,
awards, fines and expenses, including without limitation the concurrent negligence of one or
more of the parties herein indemnified and the TAA, its successors -in -title, and assigns, the
contributory negligence of any parry indemnified herein, and any third party, and any attorney's
fees, expenses or other costs associated with or incurred, based on or in any manner relating to
the subject matter of this Agreement, for the use of any premises hereunder, including, but not
limited to, injury to person or property, actual damages, consequential damages, punitive
damages, losses, setoffs, warranty claims, products liability claims, conversion claims, nuisance
claims; provided however, that nothing contained in this provision shall be interpreted to
indemnify or hold harmless any indemnified parry against liability for damages arising out of
bodily injury to person or damage to property caused by or resulting from the sole negligence or
willful misconduct of such indemnified party. Without limiting the foregoing indemnity, the
TAA, it successors and assigns, shall indemnify the City for all defense costs, including
reasonable attorney's fees, judgments, and amounts paid in settlement.
8. Insurance. The TAA shall have liability insurance which names the City as an
additional insured in an amount of not less than One Million and No/100 ($1,000,000.00) Dollars
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combined single limit. All insurance policies required pursuant to this Agreement shall contain
an express waiver of any subrogation rights by the insurer against the City.
9. Term. The term of this Agreement shall be for the remaining months of the
calendar year of execution and thereafter for one year terms ending on December 31" of each
calendar year thereafter should the Agreement be renewed. This Agreement may be renewed
upon sixty (60) days notice by one party to the other parry of an intention to renew; however, the
City can cancel and terminate this Agreement for any reason or for no reason upon forty-five
(45) days notice at any time during the term hereof or any renewal term.
10. Designated Representative. The TAA president will report twice a year to the
City Council at a regularly scheduled meeting regarding the programs and benefits to the
community from such programs. Such reporting shall occur at the first meeting held in
December and the second meeting in June of each year.
The president of the TAA is to ensure compliance with the terms of this
Agreement and be responsible for communications to and from the City.
11. Legal Compliance. The TAA will sign all appropriate documents requested by
the City to ensure compliance with all state and federally imposed immigration and security
requirements including but not limited to requirements under those provisions known as "SAVE"
and "E -Verify."
12. Notice. Notices hereunder, when directed to the City shall be addressed as
follows:
City Manager
City of Tybee Island
403 Butler Avenue
Tybee Island, GA 31328-2749
and when directed to TAA, shall be addressed as follows:
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President
Tybee Arts Association, Inc.
P® Box 2344
7 Cedarwood Drive
Tybee Island, GA 31328
13. Entire Agreement. This Agreement contained herein shall represent the entire
agreement made between the parties and it is understood and agreed that no subsequent
alteration, amendment, change, addition or modification to this lease shall be binding upon the
City or TAA unless reduced to writing by them and by direct reference made thereby and made a
part hereof.
IN WITNESS WHEREOF the City has hereunto set its hand and seal and TAA has
caused this agreement to be executed all on the day and year first above written.
Signed, sealed and delivered
in the presence of.
Witness
Agreed to as to form:
Edward M. Hughes
City Attorney
CITY OF 71y'BE E ISLAND, GEO=A
By: 2
r Jason Buelterman
Attest:,-
City
ttest '-City Clerk, Jan LeViner
DIANNE ®TT®
Notary Public, Chatham County, GA
My Commission Expires November F, 2014
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EXHIBIT "A"
7 Cedarwood Drive and sometimes referred to as the "Arts Center Building."
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