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HomeMy WebLinkAboutContract 2025-042ADocusign Envelope ID: 386371CD-0904-4D14-9E8E-DB37587085AF AGREEMENT No. 2025-042 FACILITY USE AND LICENSE AGREEMENT THIS AGREEMENT, entered into this 131h day of May, 2025, 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. WHEREAS, the City is the owner of a certain public facility located in Clermont, Florida, commonly known as the Clermont Arts & Recreation Center, hereinafter referred to as the "Site"; WHEREAS, Licensee desires to utilize certain facilities located at the Site for the purposes hereinafter set forth; WITNESSETH: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: 1. TERM AND TERMINATION The term of this Agreement shall commence on August 11, 2025, and terminate on May 8, 2026. Upon mutual agreement of the parties, this Agreement may be renewed for up to three (3) additional terms, each corresponding to one school year (August through May). 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 the 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. GIUDELINE AND NON-EXCLUSIVE RIGHTS 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 Licensee or City may enjoy. Docusign Envelope ID: 386371CD-0904-4D14-9E8E-DB37587085AF 5. INSURANCE Licensee, at its own cost and expense, shall keep in force during the term of this Agreement's minimum insurance coverage. A. General Liability with limits of liability of $500,000 per occurrence for bodily injury property damage to include Premises/ Operations; Products, Completed Operations, and Contractual Liability. Contractual Liability and Contractual Indemnity (Hold harmless endorsement as written in Section 6.36 of the Terms and Conditions). B. Automobile Liability - $500,000 for Each Occurrence — owned/non-owned/hired automobiles included. C. Workers' Compensation and Employer's Liability per the statutory limits of the State of Florida Chapter 440 F.S. ($500,000 Each Accident and $500,000 Disease -Each Employee with $500,000 Disease -Policy Limit). D. Best's guide rating B+:VI or better, latest edition or as otherwise acceptable to the City. E. Thirty (30) days of the written cancellation notice is required. F. The City of Clermont must be named as an Additional Insured with regard to General Liability policies, and it must be stated on the certificate. All Licensee's 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 and Recreation Director, 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. PUBLIC RECORDS The CONTRACTOR expressly understands records associated with this project are public Records and agrees to comply with Florida's Public Records law, to include, to: 2 Docusign Envelope ID: 386371CD-0904-4D14-9E8E-DB37587085AF A. Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the services contemplated herein. B. Provide the public with access to public records on the same terms and conditions that the City would provide the records and at a cost that does not exceed the cost provided in this Florida's Public Records law or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. D. Meet all requirements for retaining public records and transfer, at no cost, to the City all public records in possession of Licensee upon the termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. Licensee shall use reasonable efforts to provide all records stored electronically to the City in a format that is compatible with the information technology systems of the City. E. IF THE LICENSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, THE CONTRACTOR SHALL CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT THE CITY CLERK'S OFFICE, (352) 241-7331. 9. INSPECTION 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. 10. MAINTENANCE The City will maintain the Site in accordance with the City's routine maintenance policies and plans. 11. CITY'S RIGHT TO USAGE The City retains the right to schedule use of the Facilities to accommodate the greater need of the Clermont community. 12. 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 8:30 am - 4:30 pm on Tuesdays and Thursdays as described in this Agreement. A. 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. B. Licensee shall pay any fees for additional Facility Usage at the non-profit rate in accordance with City rental policies and procedures. 3 Docusign Envelope ID: 386371CD-0904-4D14-9E8E-DB37587085AF C. In consideration of fee waiver (section 12A), Licensee shall designate a total of $5,000 of scholarship funding for residents of the City who enroll in the Licensee's Performing Arts program. 13. 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. 14. SAFETY REQUIREMENTS The 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. The 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. 15. 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 implies any possessory interest whatsoever. 16. SIGNS/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. 17. CONCESSIONS Licensee may not operate a concession facility of any kind without prior written approval from the City. 11 Docusign Envelope ID: 386371CD-0904-4D14-9E8E-DB37587085AF 18. IMPROVEMENTS Licensee shall not make any alterations or improvements to the Site, or any facility thereon, without prior written approval from the City. 19. AMENDMENTS This Agreement may be amended only through a written document executed by both parties. 20. 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. 21. NOTICE All notices shall be in writing and sent by United States mail, certified or registered, with return receipt requested and postage prepaid, or by nationally recognized overnight courier service to the address of the party set forth below. Any such notice shall be deemed given when received by the party to whom it is intended. OWNER City of Clermont 685 West Montrose Street Clermont, FL 34711 Attn.: City Manager LICENSEE Lake Sumter State College 1250 N. Hancock Road Clermont, FL 34711 Attn: President k, Docusign Envelope ID: 386371CD-0904-4D14-9E8E-DB37587085AF 22. 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. 23. 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. 24. ENTIRE AGREEMENT 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. CITY OF CLERMONT LSigned by: p�AgtUi 11467... Tim Murry FULL NAME Mayor TITLE 6/4/2025 DATE SIGNED ATTEST DocuSigned by: SIGNQ7,E3 IT344A Tracy Ackroyd Howe FULL NAME City Clerk TITLE nc STAMP M Docusign Envelope ID: 386371CD-0904-4D14-9E8E-DB37587085AF LAKE SUMTER STATE COLLEGE DocuSigned by: 4 4111 SIGNATURE Dr. Laura Byrd FULL NAME Lake -Sumter State College, FCRD Board TITLE 6/2/2025 DATE SIGNED