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Home My WebLink About2017USE AGREEMENT BETWEEN THE CITY OF SEBASTIAN AND THE SEBASTIAN RIVER ART CLUB, INC. IN AND FOR CONSIDERATION of mutual promises herein, the sufficiency of which is hereby acknowledged, the CITY OF SEBASTIAN, a Florida municipal corporation, (CITY) and the Sebastian River Art Club, Inc. (SRAC), a non-profit corporation and local civic organization, agree to be legally bound as follows: I. USE OF PREMISES From February 23, 2017 through December 31, 2018, SRAC shall be allowed exclusive use, without cost to SRAC, the west portion of the CITY -owned facility located at 1255 Main Street, Sebastian, Florida 32958. Use shall be for SRAC events, art gallery displays, art programs, and citizen outreach. The former Council Chambers portion of the south Annex building shall be a shared space with building sub -tenants and shall be scheduled by the City Manager's office, or his/her designee. H. MAINTENANCE AND REPAIRS CITY shall generally maintain the Premises in the same manner as other similar City facilities. SRAC shall have the following specific responsibilities: a) Cleaning: SRAC shall keep the Premises and all improvements in a clean and orderly state, including, but not limited to the kitchen, floors/carpets. SRAC obligation to clean shall include the duty to collect and deposit all trash and garbage into the containers located on the Premises for this purpose. SRAC responsibilities shall also include the duty to supply the restroom with toilet paper and all other sanitary items. b) Improvements: SRAC shall not cause any improvements to be made to the Premises without the advance written consent of the CITY. c) Security: The premises shall be locked and secured when not in use. SRAC shall open for use by SRAC when Premises is scheduled for use. SRAC shall develop an operating schedule and provide schedule to the CITY. III. POSSESSION AND ACCESS The rights granted SRAC herein relate to the use of the Premises and do not in any way constitute possession of the Premises by SRAC. At all times CITY retains all rights of control and access to the Premises. IV. SRAC RESPONSIBILITY SRAC shall not commit or permit the commission of any acts on the Premises, nor use, nor permit the use of the premises in any way that: a) Violates or conflicts with any law, statutes, ordinance, or governmental rule or regulation whether now in force or hereinafter enacted, applicable to the Premises; or b) Constitutes the commission of a nuisance. V. SRAC BY-LAWS REQUIREMENT This Agreement is expressly conditioned upon SRAC By -Laws containing the following provisions throughout the term hereof: a) SRAC Executive Officers and Board Members shall serve without compensation; and, b) A majority of the SRAC Executive Officers and Board Members shall be full-time residents of the City of Sebastian. VI. ASSIGNMENT SRAC shall not assign, or otherwise transfer any right or interest in this Agreement without the prior express written consent of CITY. SRAC shall not permit any other entity, group or individual to use the Premises, except as provided in Section XII. VII. INSURANCE At their sole discretion and expense, SRAC shall purchase renter's insurance for personal property in the Premises. City does not assume responsibility for any personal property of the SRAC organization or personal property of SRAC members. SRAC shall purchase, and have in effect for the duration of this lease, liability insurance naming the City of Sebastian as a co-insured. VIII. DESTRUCTION OF PREMISES AND PERSON PROPERTY In the event the building and/or other improvements erected on the Premises are destroyed, any personal item(s) or SRAC property is damaged by fire or other casualty, the CITY shall have no responsibility or obligation to make any expenditure toward the repair and/or replacement of the building, improvements, or personal property. CITY, at its option, shall either cause said building and/or other improvements to be replaced or said damage to be repaired as rapidly as practicable, or shall elect not to repair the Premises and terminate the Agreement. Any insurance proceeds relating to the Premises, whether CITY elects to repair or replace the improvements on the Premises or not, shall be the sole property of CITY. SRAC shall have no claims against any insurance proceeds paid on account of such damage. IX. ALTERATIONS SRAC shall not make or permit any other person to make alterations to the Premises without the prior written consent of CITY. Any alterations to the Premises made by SRAC shall be made at the sole cost and expense of SRAC, but shall be the property of CITY upon completion. X. INDEMNITY SRAC shall indemnify, defend, and hold CITY, its agents, employees, and assigns, including the property of CITY, including the subject premises, free and harmless from any and all liability, claims, loss, damages or expenses, including counsel fees and costs, arising by reason of the death or injury of any person, including any person who is an employee or agent of SRAC, or by reason of damage to or destruction of any property, including property owned by SRAC or any person who is an employee or agent of SRAC, in any way caused by, connected with, or occurring during SRAC use of the Premises or other appurtenant or related CITY properties arising under this Agreement other than intentional acts of CITY or by an employee or agent of CITY. XI. NOTICES Any notice, report, statement, approval, consent designation, demand, or request to give and any option or election to be exercised by a party under the provisions of this Agreement shall be effective only when made in writing and hand delivered (or mailed by first class U.S. mail) to the other party at the address given below: CITY: City of Sebastian 1225 Main Street Sebastian, FL 32958 Attn.: City Manager SRAC: Sebastian River Art Club, Inc. PO Box 780534 Sebastian, FL 32978 Arm.: President Provided, however, that either party may designate a different representative or address from time to time by giving to the other party notice in writing of the change. XII. SUB -TENANTS AND OTHER USERS Sub -tenants shall receive scheduling opportunities on a fair and equitable basis. Any conflict arising between SRAC and a sub -tenant will be resolved by the City Manager without opportunity for appeal. XIII. WHOLE AGREEMENT This Agreement contains all of the understandings by and between the parties hereto relative to the use of the Premises, and all prior or contemporaneous agreements relative thereto have been merged herein or are voiced by this instrument, which may be amended, modified, altered, changed, revoked or rescinded in whole or in part only by an instrument in writing signed by each of the parties hereto. Neither party has in any way relied, nor shall in any way rely, upon any oral or written agreements, representation, warranties, statements, promises or understandings not specifically set forth in the Agreement Documents. This Agreement shall not be construed against the party who drafted the same, as both parties have the opportunity to obtain experts of their choosing to review the legal business adequacy of the same. EXECUTED on this d of �t 2017, at Sebastian, Florida. aAT EST: tiU,c,�� Qt.Cc,Yr✓1 J ette-WjlGai;i f MMC City -Clerk Approved as to I'o; in and Legality for Reli—G�y the City of Sebastian only: Robert A. Ginsburg City Attorney CITY OF EBASTIAN JKsepK Griffitn City Manager SEBASTIAN RIVER ART CLUB, INC. G / PriTGC o nt Name: l T ; J • LJJ( r� Gi Ye / mac. Joseph Griffin From: Judy Burgarella <judithburgarella@gmail.com> Sent: Thursday, February 23, 2017 11:06 PM To: Joseph Griffin Cc: Judy Burgrella; Ken Taber, Monica King; Vicky Lada; Judith Bairstow (Google Drive); Edie Dawson; Sheila Lougheed; Donna & Joe Ware; Judy and Richard McNamara; Mary Rahmig Subject: Re: Sebastian River Art Club Hi Joe - A copy was sent to your email address from the insurance agent, Christie Cook, while I was there today at about 3:00. I will hand -carry a copy to you tomorrow. As for the Board of Directors, here is the breakdown: President - Judy Burgarella - Sebastian Vice President - Ken Taber - Palm Bay Secretary - Monica King - Vero Beach Treasurer - Vicky Lada - Sebastian Directors: Judith Bairstow - Sebastian Edie Dawson - Sebastian Sheila Lougheed - Sebastian Donna Ware - Sebastian Judy McNamara - Palm Bay. She continues on the Board as the Immediate Past President Joe - Thanks for all your input during our conference call at the USI Insurance office in Vero Wednesday, and I look forward to a seamless transition with this Lease with the City of Sebastian. Regards, Judy Burgarella President, Sebastian River Art Club On Thu, Feb 23, 2017 at 8:37 AM, Joseph Griffin<JGriffinnu,citvofsebastian.org> wrote: Judy: The draft lease was approved last night ---Council asked me to check on: 1. The insurance ---please get me a copy asap 2. That'at least' 50% of Board of Director members are Sebastian residents. Thank you; Joe Griffin City Manager City of Sebastian 1225 Main Street Sebastian, FL32958 772-388-8200 office 772-581-0149 FAX www.citvofsebastia n.ore From: Judy Burgarella[mailto:iudithburgarellaCalomail.coml Sent: Tuesday, February 21, 2017 8:58 AM To: Joseph Griffin Subject: Sebastian River Art Club Hi Joe, Sony for not getting this to you sooner. FYI, your email link from the City's website does not work. The last copy of the lease that I have was given to me in November, which has the wrong initials of the Club "SAC" instead of "SRAC." Is that the latest version? If not, could you please send me the latest version so I could look it over before the City Council meeting. Thanks. Judy Burgarella