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HomeMy Public PortalAbout100_075_Agreement 10 21 11 STATE OF GEORGIA ) ) COUNTY OF CHATHAM ) AGREEMENT This Agreement made and entered into this _____ day of ________________, 2011 by and between the CITY OF TYBEE ISLAND, GEORGIA (hereinafter the “City”) and the TYBEE ARTS ASSOCIATION, INC., (hereinafter “TAA”). W I T N E S S E T H : 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 2 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. The City at all times maintains the right to inspect the Property with or without notice. 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. 3 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 (1st) 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 (1st) 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 a needs-based criteria for classes for participants. 4. Improvements to Property. The City does not authorize any alteration of the improvements on the Property nor 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. 4 6. Utilities. The TAA will secure electrical service in its name or in the name of a responsible member thereof and shall at all times be responsible for paying such electrical charges. The TAA is to use its best efforts to conserve all energy and resources in connection with its activities on the premises. 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 party 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 party 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 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. 5 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 31st 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 party 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 6 and when directed to TAA, shall be addressed as follows: President Tybee Arts Association, Inc. PO Box 2344 9 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. CITY OF TYBEE ISLAND, GEORGIA By:_________________________________________ Mayor, Jason Buelterman Signed, sealed and delivered in the presence of: _______________________ Attest:_______________________________________ Witness City Clerk, Jan LeViner ______________________ Notary Agreed to as to form: __________________________ Edward M. Hughes City Attorney 7 TYBEE ARTS ASSOCIATION, INC. By:_________________________________________ Signed, sealed and delivered in the presence of: _________________________ Attest:_________________________________________ Witness Secretary _________________________ Notary Public APPROVED AS TO FORM: _______________________________ Edward M. Hughes City Attorney EMH/Tybee/754-Tybee Arts Association Agreement With City/Agreement 10.21.11 8 EXHIBIT “A” The western side only of that certain building owned by the City of Tybee Island known as 9 Cedarwood Drive and sometimes referred to as the “Arts Center Building.” The TAA shall also have restricted access to the eastern half of the building for storage purposes. Only noncombustible materials may be stored in the structure in space in the eastern portion of the building to be designated by the City. The TAA can only have access to this area in the presence of authorized City personnel and only the TAA president or his designee(s) may have access on any such occasion and such access shall only be permissible during normal business hours of the City unless the City Manager directs a different time. The designee(s) of the president of the TAA shall be identified to the City by the president for every access. No use other than storage shall be permissible by the TAA in the eastern portion of the building and limited to the specific area designated by the City.