2009-37CITY OF CLERMONT AND THE SOUTH LAKE COUNTY HISTORICAL
SOCIETY, INC. CLERMONT HISTORIC VILLAGE USE AGREEMENT
THIS AGREEMENT, entered into this 8`h day of December, 2009 by and between the
City of Clermont, hereinafter referred to as "City," and The South Lake County Historical
Society, Inc., a Florida non-profit corporation, hereinafter referred to as "Historical Society,"
whose address is P.O. Box 121723, Clermont, Florida 34712.
WITNESSETH:
WHEREAS, the City is the owner of certain real property located in Clermont, Florida,
commonly known as the Clermont Historic Village and more particularly described in the legal
description and site plan attached hereto and incorporated herein as Exhibit "A" and hereinafter
referred to as the "Site"; and
WHEREAS, the parties have previously entered into an agreement dated September 21,
1999 related to the construction and operation of the Clermont Historic Village (the "Site"); and
WHEREAS, the City has caused to be or will cause to be constructed or located two
structures on the Site, known as and referred to herein as the Depot and Cooper Library
Buildings; and
WHEREAS, the Historical Society has caused to be relocated, re-constructed and
maintained on the Site in accordance with the September 21,1999 agreement two structures and
related improvements, hereinafter referred to as the Kern and Townsend Buildings, and as more
particularly described in Exhibit "A" attached hereto and incorporated herein, the ownership of
which the Historical Society now desires to transfer to the City as part of this agreement; and
WHEREAS, the parties desire that this agreement shall replace in its entirety the
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September 21, 1999 agreement between the parties as it relates to the rights, entitlements and
obligations between the parties related to the Site and the improvements contained thereon.
WHEREAS, the City, pursuant to its municipal authority as set forth in Chapter 166,
Florida Statutes, may provide the general public with educational, recreational and cultural
facilities, including such programs related to the Site and such other programs that the Historical
Society desires to promote.
NOW, THEREFORE, in consideration of the covenants herein contained, it is mutually
agreed between the parties as follows:
1. Whereas Clauses Incorporated. The parties hereby acknowledge that the
above-stated whereas clauses are true and correct and are incorporated into the body of this
Agreement and shall be part of the terms and conditions thereof.
2. Term. The term of this Agreement shall commence on execution of this
Agreement and shall terminate on the date twenty-five (25) years thereafter, unless terminated
by default of either of the parties or as otherwise provided herein. Provided, in the event that
Historical Society is not in default of any of the terms and conditions contained herein, the term
shall be automatically renewed thereafter for five (5) additional years.
3. Use of Property. In consideration of the transfer of ownership of certain
property, improvements and structures as set forth below by the Historical Society to the City,
the sufficiency of which as consideration is hereby acknowledged, the City agrees to permit the
Historical Society to utilize the Site, including the Kern and Townsend Buildings, the Depot
Building and the Cooper Library Building, collectively referred to hereinafter as the "Site
buildings" for the purpose of operating and maintaining the Site and other programs and
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activities related thereto, subject to the terms and conditions set forth herein.
4. Terms and Conditions of Use.
a. Except with regard to the City, the rights granted herein shall be exclusive to the
Historical Society. To the extent, however, that the City desires to use the Site and the Site
buildings for aCity-sponsored event, the City may do so provided the event or activity is not
inconsistent with the functions and purposes of the Clermont Historic Village, does not interfere
with any previously scheduled event or activities of the Historical Society, and City provides to
the Historical Society thirty (30) days notice of its intent to use the Site and/or Site buildings.
b. Historical Society shall operate and manage the Clermont Historic Village, the
Site buildings and any and all activities related thereto and occurring on the Site in such a
manner to ensure that all activities are open to the general public who wish to participate and in
accordance with the Management and Operation Plan to be agreed to by the parties
contemporaneously with entering into this Agreement. The contents, terms and conditions of
said Management and Operation Plan as originally agreed to and as may be amended in the
future, shall be a part hereof and incorporated herein as if included in their entirety.
c. Historical Society must operate as a 501(c)(3)non-profit corporation under the
laws set forth for incorporation by the State of Florida. A certificate of incorporation and copy
of the Historical Society's by-laws must be supplied to the City. In the event that Historical
Society changes its non-profit status or loses its 501(c)(3) status this Agreement may be
terminated immediately.
d. Historical Society at its sole expense shall provide and maintain a monitored
security system and all HVAC systems and equipment related thereto for the Kern and
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Townsend Buildings.
e. The City shall, at its expense, provide routine maintenance, excluding interior
general cleaning and housekeeping, for the interior and exterior of the Kern, Townsend, Depot
and Cooper Library Buildings and for the existing landscaping and grounds for the Site. The
City shall also provide HVAC and necessary plumbing improvements as determined by City to
the Depot and Cooper Library Buildings. Provided, however, that nothing herein shall obligate
the City to substantially repair, renovate or replace the interior or exterior of any structure or the
landscaping and grounds.
5. Deed of Buildings and Related Improvements. Contemporaneously hereto
and as a condition of this Agreement, Historical Society shall deed and/or transfer to City in a
form and based on title information, acceptable to City in its sole discretion, all rights, title and
interest that Historical Society has or may have in the Kern and Townsend Houses. The
Historical Society shall retain at all times, exclusive ownership of the contents, other then those
affixed to the premises, of the Kern and Townsend Houses.
6. Insurance. City agrees to maintain property loss and damage insurance on the
Historical Village and Museum Buildings consistent with similar insurance coverage that the
City maintains on other City owned buildings. Historical Society agrees to maintain at its
expense, insurance coverage on the contents of the Historical Village and Museum Buildings
and general liability for the premises in a minimum amount of $500,000 per occurrence and
$1,000,000 in the aggregate and with an insurance company acceptable to City. Each year as of
the anniversary date of the date of execution of this Agreement Historical Society shall provide
to City proof of such insurance in a format acceptable to City. Nothing contained in this
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section, or otherwise herein, shall be construed or act as a waiver of any sovereign immunity
that City may enjoy.
7. Indemnification . Historical Society shall defend, indemnify and hold harmless
the City from and against all claims, damages, lawsuits, liabilities, losses and expenses,
including reasonable attorney's fees and costs, arising out of or resulting from the Historical
Society's negligent use of the property to include the loss, theft or destruction of any personal
property. Such indemnification shall include all claims of Historical Society's guests and
participants. Nothing herein shall be construed or act as a waiver of any sovereign immunity
that City may enjoy. The City shall not be liable or responsible in any manner or to any extent
for any loss or damage to any of the Historical Society's, its guests, invitees, employees,
volunteers or participants personal property whatsoever.
8. Communication. The President of the Historical Society orhis/her designee in
their absence shall be the official spokesperson for communication purposes between the City
and the Historical Society. All communication by the Historical Society with the City must be
made through the Historical Society's president or his or her written designee or its attorney and
shall be directed to the City Manager of City.
9. Maintenance of Records: Audit. During the term of this agreement and for a
period ending five (5) years after the expiration or termination of this agreement, Historical
Society shall make all records and documents relating to this agreement, the operation and
maintenance of the Site and any and all activities related thereto available for inspection and
copying by the City or any agent designated by the City. Notwithstanding anything to the
contrary stated above, Historical Society recognizes that certain documents that it may maintain
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in accordance with the use of the Site and this Agreement maybe Public Records under the law
of the State of Florida and, therefore, Historical Society agrees that it shall comply with all
applicable terms of said law to the greatest extent possible.
10. Right of Entry and Access. The City or its agents may, at any time, enter into
and upon the referenced Site. Historical Society shall have a right of access upon, over and
across the Site.
11. Use of City Property. All persons entering Site are subject to the policies set
forth by the City regarding the use of City property, the Historical Society is charged with the
enforcement of those policies. Law enforcement officers may be called upon to enforce
applicable laws and ordinances.
12. Compliance with Applicable Laws, Ordinances Rules and Regulations
Historical Society will comply with all applicable safety laws, ordinances, rules, regulations,
standards and lawful orders of any public authority bearing on the safety of persons or property,
and protection of such from damage, injury or loss. Historical Society will act with diligence to
prevent threatened damage, injury or loss in an emergency affecting the safety of persons or
property.
13. Utilities. The City shall pay for electricity, water, and garbage collection
utilities furnished to the Site. All other utilities, including telephone and Internet access maybe
provided to the Kern and Townsend Buildings at the expense of the Historical Society.
14. Termination. The provisions of this Agreement may be terminated at
anytime by either party, with or without cause. Whereupon, to the extent applicable, if the
termination is without cause and initiated by City, Historical Society shall vacate the Depot and
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Cooper Library Buildings and the management and operation thereof shall be the responsibility
and right of the City. If the termination is without cause and initiated by Historical Society,
Historical Society shall vacate all Site Buildings and the management and operation thereof
shall be the responsibility and right of the City. In the event of default of any of the terms and
conditions of this Agreement by Historical Society, City shall provide to Historical Society
thirty (30) days written notice of said default, whereupon if Historical Society fails to cure the
alleged default, City, at its sole option shall have the right to terminate the Agreement in its
entirety. In such an event, the termination shall be considered a termination without cause as
initiated by Historical Society.
15. Use Right Only. This Agreement grants rights to use the Site and creates no
possession or ownership interest in favor of Historical Society in the Site, except for as related
to the contents of the Kern and Townsend houses as set forth above.
16. Concessions. Historical Society may operate a concession or food preparation
facility as approved by the City in writing. Historical Society must provide all necessary food,
supplies and equipment needed for concessions and secure at their expense any and all
necessary health permits. Furthermore, Historical Society shall not sub-lease concession stand
out to any third party without written approval by the City.
17. Improvements. Historical Society shall not make any alterations or
improvements to the Site, or any facility thereon, without prior written approval from the City.
The City reserves the right to deny any such request in its sole discretion. As part of the review
process for any such request Historical Society shall submit, at its sole expense, any plans,
specifications, and location for all improvements to the Site to the City for review and approval.
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It is mutually agreed that any structure, facility or improvement constructed, installed and
permanently attached to the property shall become the property of the City.
18. Amendments. This Agreement may be amended only through a written
document executed by both parties.
19.. Assignment. This Agreement may not be assigned by either party without the
prior written consent of the other party. Failure to comply with this provision may result in
immediate termination of this Agreement.
20.. Notice. All notices required to be given under this agreement shall be deemed
sufficient to each party when delivered by United States Mail to the following:
As to the City: City Manager
Post Office Box 120219
Clermont, FL 34712
As to the Historical Society: P.O. Box 121723
Clermont, FL 34712
Attn: Louise Stockton
21. Governing Law/Venue. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. Venue for any action hereunder shall be
exclusively in Lake County, Florida.
22. Signatory. Each signatory below represents and warrants that he or she has full
power and is duly authorized by their respective party to enter into and perform this Agreement.
Such signatory also represents that he or she has fully reviewed and understands the above
conditions and intends to fully abide by the conditions and terms of this Agreement as stated.
23. Entire Agreement. This Agreement contains the entire agreement between the
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parties. This Agreement shall replace and terminate in their entirety, any prior agreements,
whether written or oral, between and among the parties. No promises, representations,
warranties or covenants not included herein has been or shall be relied upon by either party.
Any modifications, additions, or amendments hereto must be in writing and signed by all
parties.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 8`h day
of December 2009.
Attest:
sy: C
Tracy Ackro ,City Clerk
The City of Clermont,
.__
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Mayor Harold Turville, Jr.
Date: ~ T~ _"~` j L~
Attest:
By' •-
Titl
South Lake County Historical Society, Inc.
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Tit e: Presi nt
Date: c3O D
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