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Contract 2024-072A2024-0?2A FACILITY USE AND LICENSE AGREEMENT THIS AGREEMENT, entered into this 151h day of August, 2024 by and between the City of Clermont, hereinafter referred to as "City," and Lake Sumter State College, hereinafter referred to as "Licensee," whose address is 1250 N. Hancock Road, Clermont, FL 34711. WITNESSETH: WHEREAS, the City is the owner of a certain public facility located in Clermont, Florida, commonly known as Clermont Arts & Recreation Center, hereinafter referred to as the "Site"; and WHEREAS, Licensee desires to utilize certain facilities located at the Site for the purposes hereinafter set forth; and NOW, THEREFORE, in consideration of the covenants herein contained, it is mutually agreed between the parties as follows: 1. Term and Termination. The term of this Agreement shall commence on August 15, 2024 and terminate on May 3, 2025. The Agreement may be renewed thereafter based on the mutual agreement of the parties. Either party may terminate this Agreement for cause at any time upon written notice to the other party. Upon termination of the Agreement, the Licensee shall, as of the effective date of the termination, cancel or terminate all activities occurring or to occur on the Site and remove all personal property of Licensee from the Site. 2. Use of Property. The City agrees to permit Licensee to utilize the Site for the purpose of providing instruction in Theater Arts and Production in Clermont, Florida subject to the terms and conditions set forth herein and as more particularly described in Exhibit "A" attached hereto and incorporated herein. 3. Guidelines and Non -Exclusive RighIL This Agreement may not be assigned or transferred in any manner by Licensee. Any such assignment or transfer is expressly prohibited. Any previously existing oral or written agreements between the parties shall be terminated as of the date of this Agreement and shall be deemed hereafter null and void and of no further force and effect whatsoever. 4. Indemnification. Licensee 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 Licensee's use of the Site. Such indemnification shall include all claims of Licensee's guests and participants. Nothing herein shall be construed or act as a waiver of any sovereign immunity that City may enjoy. 5. Insurance. Licensee, at its own cost and expense, shall keep in force during the term of this Agreement minimum insurance coverage. All such insurance shall be evidenced by a Certificate of Insurance which must be submitted to, and approved by, the City prior to any use by Licensee of the Site under this Agreement The City shall be named as an additional insured on the insurance policy, which shall be noted on the Certificate of Insurance and the City shall be provided with a thirty (30) day, prior written notice in the event of cancellation, non -renewal or adverse change to such policies. Failure to comply with any insurance requirement shall cause immediate cancellation of this Agreement. Nothing herein shall be construed or act as a waiver of any sovereign Immunity that City may enjoy. All Licensee personal property housed or placed at the Site shall be at the sole risk of Licensee. The City shall not be liable, in any manner, for any loss or damage to any of the Licensee's or participants' personal property whatsoever. 6. Communication. Licensee shall advise City in advance of the name and contact information for Licensee's designee for communication purposes between the City and the Licensee Communication, information or requests for service by Licensee must be made to the Parks 2 and Recreation Director, Arts and Recreation Center Manager or their designee. 7. Maintenance of Records: Audit. For a period ending three (3) years after the expiration or termination of this agreement, Licensee shall make all records and documents relating to this agreement available for inspection and copying by the City or any agent designated by the City. Notwithstanding anything to the contrary stated above, Licensee recognizes that certain documents that it may maintain in accordance with the use of the Site and this Agreement may be Public Records under the law of the State of Florida and, therefore, Licensee agrees that it shall comply with all applicable terms of said law to the greatest extent possible. 8. Insnection Rights and General Right of Entry by City. The City shall have the unrestricted right at all times to enter on the premises used by Licensee to inspect the premises to ensure Licensee's compliance with the terms and conditions contained herein. This right shall include, but not be limited to, the right to enter into any program. 9. Maintenance. The City will maintain the Site in accordance with the City's routine maintenance policies and plans. 10. Citv's Right to Usage. The City retains the right to schedule use of the Facilities to accommodate the greater need of the Clermont community. 11. Facility Usage Fees. Licensee shall pay to City the regular, hourly non-profit rate for Facility Usage and technical assistance from City staff, except for use of the Black Box Theater between the hours of 8:30am — 4:30pm on Tuesdays and Thursdays as described in this Agreement. Facility Usage fees between the hours of 8:30am - 4:30pm on Tuesdays and Thursdays are waived by City for the Black Box Theater only for the purpose of academic instruction. Licensee shall pay any fees for additional Facility Usage at the non-profit rate in accordance with City rental policies and procedures. 3 12. Enforcement of Use Policies. All persons entering Site are subject to the policies set forth by the City. The Licensee is charged with the enforcement of those policies by the participants in Licensee's programs and events. Uniformed law officers may be called upon to enforce applicable City ordinances. The City may ban any program participant or event attendee from admission to the Site for such length of time as the City may deem necessary. 13. Safety Reauirements. Licensee will take all reasonable precautions for the safety of, and will provide reasonable protection to prevent damage, injury or loss to all persons and property in the Facility. Licensee will be responsible for completing a pre-program/event safety check. Any unsafe condition/deficiency shall be reported immediately to City prior to the start of use. Commencement of use by Licensee constitutes agreement as to the safety of Site conditions. Licensee shall report all safety concerns to the City immediately. Licensee 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. Licensee will act to prevent threatened damage, injury or loss in an emergency affecting the safety of persons or property. The City, at any time, may cancel, postpone, or delay any use, program or event due to inclement weather or any other factors which might impair the safety of the participants or cause damage to the Site. The City will advise the Licensee, as soon as reasonably possible, in the event of cancellation. 14. License Only. This Facility Agreement is a license for temporary use only and creates no possession or ownership interest in the Licensee, or exclusive use, of the Site. The term "Licensee" is used in this document merely for descriptive convenience and in no way creates or 4 implies any possessory interest whatsoever 15. &ns/Banners. All signs and banners to be used by Licensee shall be approved in advance by City and installed, erected or hung in accordance with the City's specifications. Any unapproved signage may be immediately removed by the City. 16. Concessions. Licensee may not operate a concession facility of any kind without prior written approval from the City. 17. Imnrovements. Licensee shall not make any alterations or improvements to the Site, or any facility thereon, without prior written approval from 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. 685 West Montrose Street Clermont, FL 34711 Attn.: Brian Bulthuis, City Manager As to the Licensee: Lake Sumter State College 1250 N. Hancock Road Clermont, FL 34711 Attn: Dr. Heather Bigard, President 5 21. GgvernOngi-aw enue. 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. Sognatoa. 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 Apreement, This Agreement contains the entire agreement between 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 oy all parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement this 5f" day of 2024. A77 n. "CITY OF CLERMONT" Mayor Lake Sumter State College p� P rpident I Date: ,i 6 Clermont Arts & Recreation Center Lake Sumter State College Facility Use Agreement Exhibit "A" Additional use of the Black Box Theater and any additional rooms will be scheduled with the Parks and Recreation Department. August 20. 2024 — December 12. 2024 General Use. no fee for Black Box Theater: o Tuesdays and Thursdays from 8:30am — 4:30pm o The Black Box Theater is not available on Thursday, August 29 and Thursday, November 28 o The Black Box Theater is only available 8:30am — 2:OOpm on Tuesday, September 24 and Tuesday, October 29 August 20. 2024 — December 12. 2024 Additional Use. regular fees. non-profit rate: o 8:30am — 7:OOpm: Monday, September 30 Wednesday, October 2 Friday, October 4 Saturday, October 5 Monday, October 7 Wednesday, October 9 Friday, October 11 Saturday, October 12 Monday, December 2 Wednesday, December 4 Monday, December 9 Wednesday, December 11 Saturday, December 14 o 4:30pm — 7:OOpm Tuesday, October 1 Thursday, October 3 Tuesday, October 8 Thursday, October 10 Tuesday, December 3 Thursday, December 5 Tuesday, December 10 Thursday, December 12 o 8:30am — 2:OOpm Friday, December 6 January 14. 2025 — Mav 3. 2025 General Use. no fee for Black Box Theater: o Tuesdays and Thursdays from 8:30am—4:30pm January 14. 2025 — Mav 3. 2025 Additional Use. reeular fees. non-profit rate: o 8:30am — 7:OOpm: Monday, February 17 Wednesday, February 19 Friday, February 21 Saturday, February 22 Monday, February 24 Wednesday, February 26 Friday, February 28 Saturday, March 1 Monday, April 21 Wednesday, April 23 Friday, April 25 Saturday, April 26 Monday, April 28 Wednesday, April 30 Friday, May 2 Saturday, May 3 o 4:30pm — 7:OOpm Tuesday, February 18 Thursday, February 20 Tuesday, February 25 Thursday, February 27 Tuesday, April 22 Thursday, April 24 Tuesday, April 29 Thursday, May 1 Maintenance, Repair & Cleaning: • The City will be responsible for routine maintenance and testing of: o The fire system, to include sprinklers, strobes, fire extinguishers, emergency lights o The security and fire alarm systems o Service/repair of major building systems (HVAC, electrical, plumbing) • Lake Sumter State College will be responsible for repair and maintenance due to their misuse of equipment and facilities. Damages must be reported to the ARC Facility Manager or Operations Chief immediately. • City equipment may only be used with staff approval.