Loading...
Carnwath 2003, 2004 TOWN OF WAPPINGER SUPERVISOR TOWN COUNCIL JOSEPH RUGGIERO VINCENT BETTINA CHRISTOPHER J.COLSEY - JOSEPH P.PAOLONI - - ROBERT L. VALDATI SUPERVISORS OFFICE 20 MIDDLEBUSH ROAD WAPPINGERS FALLS, NY 12590-0324 (845)297-2744 FAX: (845)297-4558 December 11, 2003 Secretary of State Randy Daniels 123 William Street Manhattan,NY 10038 Via Fax: (212) 417-5805 Regular Mail Re: Town of Wappinger Executive Order No. 2003-6 Dear Secretary of State Daniels: As Town of Wappinger Supervisor, I have issued Executive Order No. 2003-6.. Enclosed please find a copy of Executive Order No. 2003-6 for your records. If you have any questions,please contact me at(845) 297-2744. Thank you for your help in this matter. Sincerely, . osep Ruggiero, ervisor Town of Wappinger 7R:gb TOWN OF WAPPINGER SUPERVISOR TOWN COUNCIL JOSEPH RUGGIERO VINCENT BETTINA CHRISTOPHER J. COLSEY - JOSEPH P. PAOLONI - - ROBERT L.VALDATI SUPERVISORS OFFICE 20 MIDDLEBUSH ROAD WAPPINGERS FALLS,NY 12590-0324 (845)297-2744 FAX: (845)297-4558 December 11, 2003 Hon. Gloria Morse, Town Clerk Town of Wappinger 20 Middlebush Road Wappingers Falls,NY 12590 Re: Town of Wappinger Executive Order No. 2003-6 Dear Mrs. Morse: As Town of Wappinger Supervisor, I have issued Executive Order No. 2003-6. Enclosed please find a copy of Executive Order No. 2003-6 for your records. If you have any questions,please contact me at (845) 297-2744. Thank you for your help in this matter. Sincerely, Josep uggiero, Sup rvisor Town of Wappinger JR:gb TOWN OF WAPPINGER SUPERVISOR TOWN COUNCIL JOSEPH RUGGIERO VINCENT BETTINA CHRISTOPHER J. COLSEY JOSEPH P. PAOLONI ROBERT L.VALDATI SUPERVISOR'S OFFICE 20 MIDDLEBUSH ROAD WAPPINGERS FALLS, NY 12590-0324 (845)297-2744 FAX: (845)297-4558 December 11, 2003 Hon Richard Anderson Dutchess County Clerk 22 Market Street Poughkeepsie,NY 12601 Via Fax: 486-2138 Regular Mail Re: Town of Wappinger Executive Order No. 2003-6 Dear Mr. Anderson: As Town of Wappinger Supervisor, I have issued Executive Order No. 2003-6. Enclosed please find a copy of Executive Order No. 2003-6 for your records. If you have any questions,please contact me at (845) 297-2744. Thank you for your help in this matter. Sincerely, 4 l oseph uggiero, Sup rvisor Town of Wappinger JR:gb TOWN OF WAPPINGER SUPERVISOR TOWN COUNCIL JOSEPH RUGGIERO VINCENT BETTINA CHRISTOPHER J.COLSEY JOSEPH P. PAOLONI ROBERT L.VALDATI SUPERVISOR'S OFFICE 20 MIDDLEBUSH ROAD WAPPINGERS FALLS,NY 12590-0324 (845) 297-2744 FAX: (845) 297-4558 December 11, 2003 Southern Dutchess News Attn: Legal Notices 84 East Main Street Wappingers Falls,NY 12590 Via Fax: 297-6810 Regular Mail Re: Town of Wappinger Executive Order No. 2003-6 Dear Sir/Madam: As Town of Wappinger Supervisor, I have issued Executive Order No. 2003-6 a copy of which is attached. Pursuant to Executive Law, this Executive Order is to be published as soon as possible. Please forward the bill for publication and Affidavit of Publication to Gloria Morse, Town Clerk, Town Hall, 20 Middlebush Road, Wappingers Falls,New York 12590. If you have any questions,please contact me at(845) 297-2744. Thank you for your help in this matter, Sincerely,/ nvt JosepRuggiero, S pervisor onof Wappinger JR:gb TOWN OF WAPPINGER SUPERVISOR TOWN COUNCIL JOSEPH RUGGIERO VINCENT BETTINA CHRISTOPHER J.COLSEY JOSEPH P. PAOLONI ROBERT L.VALDATI SUPERV[SOR`S OFFICE 20 MIDDLEBUSH ROAD WAPPINGERS FALLS, NY 12590-0324 (845)297-2744 FAX: (845)297-4558 December 11, 2003 Poughkeepsie Journal Attu: Legal Notices 85 Civic Center Plaza PO Box 1231 Poughkeepsie,NY 12601 Via Fax: 437-4903 Regular Mail Re: Town of Wappinger Executive Order No. 2003-6 Dear Sir/Madam: As Town of Wappinger Supervisor, I have issued Executive Order No. 2003-6 a copy of which is attached. Pursuant to Executive Law, this Executive Order is to be published as soon as possible. Please forward the bill for publication and Affidavit of Publication to Gloria Morse, Town Clerk; Town Hall, 20 Middlebush Road, Wappingers Falls,New York 12590. If you have any questions,please contact me at(845) 297-2744. Thank you for your help in this matter. Sincerely, �t Joseph uggiero, Sup or Town of Wappinger JR:gb TOWN OF WAPPINGER SUPERVISOR TOWN COUNCIL JOSEPH RUGGIERO VINCENT BETTINA CHRISTOPHER J. COLSEY JOSEPH P. PAOLONI ROBERT L.VALDATI SUPERVISOR'S OFFICE 20 MIDDLEBUSH ROAD WAPPINGERS FALLS, NY 92590-0324 (845)297-2744 FAX:(845)297-4558 TOWN OF WAPPINGER Executive Order No. 2003-6 WHEREAS,the Town of Wappinger recently purchased a 99 acre estate located on Wheeler Hill Road in the Town of Wappinger, commonly known as the"Camwath Estate", also known as "Carnwath Farms" pursuant to Resolution No. 2003-144 adopted at a Town Board meeting held on May 27, 2003; and WHEREAS, one of the primary structures on the property is the"Carnwath Mansion", a three story mansion constructed in the mid-1800s which is listed on the State and Federal Registrar of Historical Places; and WHEREAS,the Town has planned the long term rehabilitation of the Carnwath Mansion and has applied for grants to fund its restoration; and WHEREAS, the Town has undertaken interim repair work to the Carnwath Mansion to shore up the structure and weather-proof the building to prevent any further damage to the building; and WHEREAS, because of the repair work previously undertaken,the Carnwath Mansion is in reasonably sufficient condition to hold various public functions; and WHEREAS,the Town has scheduled a Victorian Holiday Party at the Camwath Mansion for Friday, December 12, 2003 at which approximately 200 members of the public will be in attendance; and WHEREAS, the heating system serving the Mansion is in excess of 40 years old, has abruptly stopped functioning and upon advice of the repairmen working for Bottini Fuel Oil Corp. is not repairable; and WHEREAS, current weather projections indicate that extremely cold weather is expected for the next several days and heat is required both to protect building from further damage as well as to provide heat for the Victorian Holiday Party scheduled for December 12, 2003. DRAFT THEREFORE, I, JOSEPH RUGGIERO, SUPERVISOR OF THE TOWN OF WAPPINGER, under the powers granted to me by the State of New York in Article 2-B §24 of Executive Law, do hereby declare that a State of Emergency exists in the Town of Wappinger with respect to the building known as the Camwath Mansion located at the Carnwath Estate and that immediate replacement of the heating system servicing the Carnwath Mansion is required to protect the building and to provide heat for the upcoming Victorian Holiday Party scheduled for December 12, 2003. AND PURSUANT TO EXECUTIVE LAW OF THE STATE OF NEW YORK, I, JOSEPH RUGGIERO, SUPERVISOR OF THE TOWN OF WAPPINGER, hereby issue the following Executive Order: 1. The recitations above set forth are incorporated in this Executive Order as if fully set forth and adopted herein. 2. The following Town Officers and/or employees and/or professionals are hereby directed to take whatever steps are needed and to coordinate whatever work is required to provide a replacement heating system at the Carnwath Mansion and to have such work completed no later than noon Friday, December 12, 2003: Town Supervisor, Town Clerk, Fire Inspector,Building Inspector,Engineer to Town,Bond Counsel and Attorney to Town. 3. The Town of Wappinger Procurement Policy is hereby suspended for the purposes of making such emergency repairs and replacements, purchases and expenditures to replace the heating system servicing the Carnwath Mansion. 4. The Supervisor is hereby authorized to execute a purchase order for the replacement heating system based upon advice and recommendation of Bottini Fuel Oil Corp_ 5. This Executive Order is effective immediately, and shall remain in effect for a period of five days or until rescinded or extended as circumstances dictate. F"q . JO H RUGG\l IF , Supervisor t)(Nm of Wappinger CADocuments and SettingslGinalLoca[Sett3ngs7emporary Internet ReMOLMExecutEve Order-2.doc Page l of 2 3 " �, �: Pbmi lir Nonprofit Arts Groups Make Money NEW YORK (AP) _ Nonprofit arts groups across the country generate more economic activity_and tax revenues_than previously thought, according to a comprehensive new study. The study, released Monday, was based on surveys of 3,000 nonprofit arts organizations and 40,000 attendees at arts events in 91 cities and 33 states, plus the District of Columbia. It found that the nation's nonprofit arts industry produces$134 trillion in economic activity annually. "When communities invest in the arts, there is a tendency to think that they are opting.for cultural benefits at the expense of economic benefits," said Robert Lynch, president and CEO of Americans for the Arts, the group that funded the study. "When we say the arts mean business, that's not just a slogan; it's the truth," he said. The study comes at a crucial time for nonprofit cultural organizations, some of which are hurting because of tough budget cuts; cash-strapped local and state governments have cut back on their contributions to the arts and poor stock market performance has prompted some private and corporate funders to decrease their donations to the arts. Edward Able, president and CEO of the American Association of Museums, said museum officials nationwide are reporting hiring freezes, layoffs and program cuts. Randy Cohen, vice president of research and information at Americans for the Arts, said, "California, New York, Colorado and other states are looking at cuts of as much as 40 to 50 percent for 2003. This report sends a message that.that is an illogical step to take a time when the state needs revenue most." The report said that arts groups generate 4.85 million full-time jobs and $89.4 billion in household income, along with tax revenues totaling $6.6 billion for local governments, $7.3 billion for state governments and $10,5 billion for the federal government. The $134 billion includes $53.2 spending by arts organizations and $80.8 spending by arts audiences, according to the report, "Arts &Economic Prosperity: The Economic Impact of Nonprofit Arts Organizations and Their Audiences." Findings of the study show a 45 percent increase in spending by arts groups since 1992, when Americans for the Arts conducted its last survey on the subject. Cohen said the increase, which works out to about 5 percent a year, was in response to increased demand by audiences. He cited a national survey conducted by the [National Endowment for the Arts that showed an increase in the percentage of adults that attend at least one live arts event per year. In 1992, adult attendance was 41 percent and in 1997 It had increased to 50 percent, he said. A breakdown of the$80.8 billion in spending by arts audiences confirms what some institutions have long suspected: Visitors from out of town spend much more than locals. The total reflects an average of$22.87 per person per event_besides admission charges_ in spending for http://www.optonline.net/Article/print_article/013998,channel=31&&article=319065&type=... 6/11/2002 Page 2 of 2 hotels, restaurants, parking, souvenirs and refreshments. It showed that out-of-tovvners spend an average Of$38,05 compared with $21.75 by locals. The study was conducted in 2000 and 2001 in communities ranging in Nonprofit arts groups surveyed included those involved i i music, dance and opera as and other g Population from 4,040 to 3 million. types of arts organizations. well as museums Local arts aWncies. both public and private, served as local research partners. Project the Georgia Institute of Technology, customized analysis models for each of the 91 co J economists. from Americans for the Arts is a nonprofit group based in New York and Washington that conducts les. the arts industry with the goal of advancing the arts in the United States, conducts research on On the Net: www.AmericansForTheArts.org http"/www.optoWine.netJprtiple/pmt Acle/0,3998,channel=3l&article=319065&type=... 6/11/200 t Constitution of the Torpedo Factory Artists' Association Article I Name The name of the organization shall be the Torpedo Factory Artists' Association hereinafter referred to as the Association. - Article II Purpose The purpose of the Association shall be to operate a non-profit art center in Alexandria, Virginia, in cooperation with the Government of Alexandria, where artists representing all disciplines will be afforded studios in which to work and where the public will have an opportunity to observe them and discuss the working Processes with the goal of enhancing the public's art appreciation and education. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influeAce legislation, and the corporation shall not participate in , or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activity not permitted to be carried on (a) by 501(c)3 of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law. Article III Membership Each juried artist occupying space in the Art Center as a sublessee or any status other than lease-holder, will be either an Associate Member (non-voting) or a Special Member with one vote. Associate Membership is also open to juried artists not occupying space in the Art Center. Special Membership may -be conferred by the Board of Directors on Associate Members who meet the criteria established by the Board. Authorized written proxy will be accepted for all- votes. In case of gross misdemeanor or persistent disregard of Association House Rules or Studio Guidelines, The Board of Directors may, after due notice, declare a member to be "not in good standing". Article IV Organization The Association shall be governed by a Board of Directors which shall be empowered to represent the ,Association in its dealings with the City of Alexandria's representative, and other entities and individuals. The Board shall consist of the officers of the Association, the Chairman of each standing committee and one representative from each tenant gallery and one representative from each designated area of the art center. Article V Officers The officers of the Association shall include a president, a vice president, a recording secretary, a corresponding secretary, a treasurer and the chairmen- of such standing committees as are indicated in the by-laws of this constitution. All such officers shall be elected by the membership. Article VI Liabilities and assets A member shall not be individually liable for Association debts and financial obligations. No part of the assets of the Association or its net earnings shall inure to the benefit of, or be distributable to, any individual member, trustee, officer or other private person, except that the corporation shall be authorized and empowered to make a reasonable compensation for services rendered. Upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation to the City of Alexandria. Master Copy: May 1988 (Approved 1/87, corrected 5/87) BY LAWS OF THE TORPEDO FACTORY ARTIST ASSOCIATION SECTION I Election of Officers and Directors A. Elections shall be held annually at the annual meeting no later than May 31, B. A nominating committee of five members shall be appointed by the President, with the approval of the Board of Directors, at least two months before the annual meeting. The committee shall nominate from the membership at least one candidate for President, Vice President for Operations, Vice President for Communication and Outreach, Recording Secretary,Treasurer, and Chairman of each Standing Committee. Names of nominees must be circulated to the membership in writing at least three weeks before the annual meeting. Additional nominations may be made from the floor provided the nominee has given his or her consent. A majority of those voting shall elect new officers providing a quorum is present. If there is more than one candidate for a vacancy the office shall be filled by written ballot. A simple.majority of all valid ballots castis.required to elect a candidate. Terms of office shall be two years with one half of the candidates elected in alternate years. Vacancies during a term shall be filled by the President with approval of the Board of Directors. C. Members of the Board of Directors representing individual areas, will be elected immediately after the annual meeting by each area group . The Area representatives cannot serve 2 successive terms. SECTION II Duties and Responsibilities A. The Art Center has been established as a cultural and educational resource of the City of Alexandria for the public, to provide professional working space for visual artists, cooperative membership galleries, a full time fine arts school, and a public information center. B. The Association shall be authorized to enter into a lease with the City of Alexandria for the studio space in the Torpedo Factory Art Center, to enter into sub-leases with members and to take all steps necessary to execute and fulfill the terms of the lease and sub-leases. The officers are empowered to execute all necessary documents, collect all funds and pay all expenses to effectuate the lease and sub-leases. C. The City of Alexandria is responsible for maintenance of the Torpedo Factory building,particularly the public areas. 2 D. Work created at the Art Center is original and is not to be competitive with local merchants. E. The selection of artists will be based on.a jurying process using non-member qualified art jurors. F. The Association is responsible to the City in all matters pertaining to safety, and maintenance. G. The Board of Directors shall exercise authority for the business of the Association between general meetings. H. Members shall abide by the rules of the Association and may address suggestions and grievances or questions in writing at any time to the appropriate committee chairman or the President. I. When disputes are submitted to the Board of Directors for arbitration,the Board may recommend solutions. J. The President is the principal officer of the Association and shall preside at all general meetings. The President shall fill vacancies on the Board of Directors that occur between annual elections. K. The Vice President for Operations shall assume the duties of the President in the absence of the President. The Vice President for Operations will work with the Lease, House, and Volunteer chairmen to insure that the association runs smoothly and that lease obligations are met and House rules are adhered to by the membership. L. The Vice President for Communication and Outreach will increase and disseminate information about the Art Center and will work with the Target, Information ,Publicity and Community Relation Committee to reach these goals. M. The Recording Secretary shall keep accurate records of the meetings and proceedings of the Association. N. The Treasurer shall be responsible for the safe-keeping of the Association funds, the filing of all appropriate forms, and for maintaining adequate financial records according to sound-business practices. All expenditures shall be authorized by the Board of Director except those approved in the annual budget. The Treasurer's books shall be open to members at any reasonable time. The Treasurer is authorized to convene a budget committee (to include the Treasurer,President and Ways and Means Committee Chairman) that will prepare an annual projected budget to be approved by a majority vote of a quorum of the general membership at a January meeting for the conning fiscal year. 3 SECTION III Committees A. There shall be twelve standing committees; House,Lease, Visitors Information, Ways and Means, Executive, Finance, Volunteer, Community Relations , Studio Assignment, Personnel and Staffing,Publicity Advisory , and Target Gallery. Other committees may be appointed by the Board of Directors. Appointcd committee members shall be chosen so as to provide a representative cross-section of the Association members. B. The House Committee shall consist of five members including the Chairman who shall appoint the other four members with the approval of the Board of Directors. The House committee shall report infractions of House Rules to the Board and notify the Facility Manager of maintenance problems. It shall see that each member is provided a copy of the current House Rules and will monitor and enforce such rules . The committee will mediate problems between individual artists and artists and the association. C. The Visitors Information Committee shall consist of three members including the elected Chairman. The other two members shall be appointed by the chairman with the approval of the Board of Directors . The Visitors Information Committee shall be responsible for operating the Visitors Information Desk D. The Ways and Means Committee will provide assistance on projects of a financial nature and building rentals. E. The Lease Committee shall maintain current and complete lease documents for each studio, review lease documents, and insure lease holders are in compliance with the lease. F. The Executive committee shall include the President, both Vice Presidents, Secretary, and Treasurer and conduct business preliminary to board meetings and make decisions on financial,lease and house issues which are of an emergency nature. G. The Finance Committee will be chaired by the Treasurer and include the Vice President for Operations, and the Ways and Means Chairman. It will work with the staff on budget, review monthly financial activity and present quarterly reports to the board. H. The Volunteer Committee shall consist of the chairman and the area representatives. It shall develop a program of volunteer service, based on current needs, and will assign tasks insuring each artist meets their lease obligations of service. I. The Community Relations Committee will develop a program to improve perception of the TFAC as a workplace for professional artists through educational outreach and involvements in relations with art alliances, museums, and arts organizations. It will work with the Friends of the Torpedo Factory Art Center to promote the center and to maintain educational commitment in the City of Alexandria. 4 J. The Personnel and Staffing Committee will consist of the President, Vice President for communications and additional member appointed by the Board and will meet regularly with paid staff and conduct staff reviews quarterly. K. Studio Assignment Committee will consist of the President,lease chairman, House Chairmen and Z at large members from the General membership appointed by the board and will assess artist waiting lists when a vacancy occurs and determines fair and logical placement in the studio. L. The Publicity Advisory Committee shall advise the Publicity Chairman and staff on general publicity expenditures. M .The Target Gallery shall consist of the chairman, Vice President for Communications and Outreach and committee members from the general membership. It will develop a program of exhibitions for each year including installation of all exhibits. Financial operations of the Gallery will be overseen by the Finance committee. SECTION IV Meetings A. General meetings of the Association shall be held twice a year. Members must be notified of meetings at least one week in advance. One-sixth of the total membership of the Association constitutes a quorum at a general or special meeting. A quorum must be present if votes are to be taken. B. All items to be considered by the membership must be submitted in writing to the Recording Secretary and posted on the Artists Bulletin Board at least three days prior to the scheduled meeting. C. The Secretary will present minutes at each meeting. D. Committees may report at the meeting. E. At the discretion of the presiding officer, items not on the agenda may be discussed at the end of the meeting. F. The President shall convene a special meeting for a specific purpose at any other time whenever requested by a petition signed by twenty-five or more members; the Board of Directors;or the City of Alexandria. A petition or request for a Special Meeting shall indicate the reason for the meeting. G. The Board of Directors shall meet on a regular monthly basis and when it deems it necessary to conduct the Association business, or at the call of the President. All voting representatives to the Board should be juried artist members of the TFAA, or in the case of the Art League, a Gallery Employee. Non juried representatives may attend meetings as non-voting members of the Board. J SECTION V Amendments A. The Constitution or By-Laws may be amended at a general meeting by two-thirds vote of those voting., provided a quorum is present. Proposed amendments may be recommended by the Board of Directors or by petition of twenty-five or more members and must be presented to the membership at two consecutive general meetings, the vote to be taken at the second. A copy of the proposed amendment must be sent to all members.at least one week prior to the first presentation to the members. B. House Rules may be changed or adjusted as necessary by the Board of Directors. SECTION VI Dues A.Annual membership dues shall be determined by a majority vote of a quorum of the Association membership at the January meeting, based on a Treasurer's report and the projected budget(prepared by the Budget Committee)for the coming fiscal year. Dues for Associate and Special members will be determined by the Board of Directors. SECTION VII Special Assessments A.The Directors shall be responsible to determine the fiscal requirements of the Association. When it is determined by the Board that a unique, non-recurring financial requirement exists, the Board shall determine the extent of such financial requirement. If, in the opinion of the Board, such requirement cannot be adequately met from normal revenues, the Board may determine the need for and the amount of a special assessment, by majority vote at a meeting called for that purpose. B. The Board shall, following approval of a Special Assessment, schedule a meeting of the members to review and approve such Special Assessment. Notice of the Special Assessment and a brief statement of the reason for such Special Assessment shall be sent to the members at least three weeks prior to the meeting date. C. No Special Assessment shall be valid unless approved by the majority vote of those TORPEDO FACTORY ARTISTS' ASSOCIATION Studio Lease Agreement 2000 Page I of 8 B. The base rent for this Lease shall be payable in equal monthly installments of dollars and the additional rent of dollars as membership dues. Dues per member are currently ndm dollars {$ 30.00 As of the execution of this Lease,the total monthly rent and dues shall be equal to _dollars ($_ ). The first installment of said base rent shall be due and payable on the 15th day of C. In the event any monthly rental payment is not received in the office of the Lessor before the commencement of business on the 16th day of any month,the sum of Ten Dollars ($10.00) shall be added to that mouth's rental obligation,to cover administrative and other costs incurred as a result of the late payment. This additional sum shall become automatically due and payable without any notice and failure to make payment of-this additional amount shall be deemed a failure to pay rental.Nothing contained herein shall in any way effect the due date of the rental,nor shall it be deemed a waiver of any other rights Lessor may have hereunder for Tenant's failure to mare timely payment of rent. IV.RENEWAL: This Lease shall be renewable at the option of the Lessor,for additional one(1)year periods(or portion thereof for the last period under the Master Lease)until the expiration ofthe Master Lease,provided Tenant is at the time of renewal a member in good standing of the Torpedo Factory Artists Association, isnot at the time of renewal in default of this Lease or in violation of any rule, regulation or bylaw of the Torpedo Factory Artists Association, A.No later than 45 days prior to January 1, 1998 and each January 1 thereafter during the term of the Master Lease(the commencement of the new Lease period), Lessor shall give Tenant written notice of the new base rent for the next Lease year and shall further notify Tenant of Tenant's obligations.in order to renew,as set forth herein.No later than 30 days prior to the commencement of the new Lease period, Tenant must give Lessor written notice of Tenant's intention to renew the Lease.Witbin 10 days following receipt of the Tenant's written notice, and in any event no later than 20 days prior to the commencement date of the new Lease period,Lessor shall notify Tenant if Lessor shall agree to renew the lease and grant an extended period of occupancy hereunder or if the Lease shall terminate at the end of the current Lease year.In the event Lessor has not received Tenant's written notice within the time provided above,this Lease shall terminate on the last day of the then current Lease year. B.In the event Tenant provides written notice of intention to renew and Lessor exercises its option to renew this Lease, all terms ofthis Lease agreement,with the exception of the base rent and the current pro-rata share of dues, shall continue in full force and effect. C. If Tenant decides to vacate the premises prior to the expiration of this Lease,and provides adequate notice of intention to vacate so as to permit Lessor to obtain a new tenant without any loss of rental or period of non-occupancy, Tenant shall be released from further liability hereunder,upon the execution of a new lease with the new tenant. Lessor shall provide Tenant with a written statement of the acceptable reletting of the premises.Nothing contained herein shall be construed as establishing any obligation upon Lessor to obtain a new tenant. Page 3 of 8 B. Tenant's use of the leased premises must be in conformity with all applicable public laws, ordinances and regulations, and in conformity with any rules established by the City pursuant to Article VI of the Master Lease which reads: The City shall have the right to establish, after consultation with Lessee (TFAA), rules governing the use of leased premises by Lessee and its sublessees in order to ensure compliance with public laws, ordinances and regulations and to protect the leased premises,public areas and the public health and safety. In furtherance of this provision, Lessor shall have the right to regulate and to prohibit potentially hazardous processes,the use and storage of p otehtially hazardous materials and supplies and to protect public and studio areas and the public health and safety by regulating and prohibiting the use of types of machinery or equipment. D. Lessor covenants that Tenant,upon prompt payment of rent and other previously mentioned charges and upon the performance of all other covenants herein, shall and may peaceably and quietly have, hold and enjoy the leased premises for the terms heretofore mentioned. VU. TENANT IMPROVEMENTS: After receiving written permission from Lessor and the City,which permission shall not be unreasonably withheld, Tenant may improve all interiors of leased property to conform with the agreed uses,provided that all such improvements shall be in compliance with all applicable codes, ordinances and regulations. VIII.REPAIRS AND MAINTENANCE: A Tenant shall be responsible for maintaining the leased property in good repair and in proper condition. Leased property shall include the studio side of all partition walls separating leased property from public areas and all additional tenant improvements_ Tenant shall ensure that all repairs and. maintenance performed by or on behalf of Tenant comply with all applicable codes and regulations, and that the City and the Lessor's approval is obtained prior to the commencement of such work. B. The City under the Master Lease, shall be responsible for repairing and maintaining the structure and all external walls, ceilings,mechanical equipment(including HVAC),the public areas and all interior portions of the building, excluding the leased property to the tops of all partitions and additional improvements on behalf of tenants such as exhaust duct connections,track lighting, electrical circuits for kilns or other heavy-duty electrical equipment and additional plumbing. C. Tenant shall annually take part in cleaning and painting the exterior facade of the studio and corridor partitions. IX.UTILITIES: Except as otherwise provided by this Article,Lessor,through the Master Lease, shall provide heating,ventilation and cooling, lighting, electricity and water for the entire building, at its sole expense. Lessor.through the Master Lease, shall provide all utilities and amenities to the public area. Heating,ventilation and cooling need be provided only between 9;00 a.m. and 9:00 p.m., and need not be provided on New Years Day, Easter, July 4th, Thanksgiving Day and Christmas Day. Lessor may require, as a condition for granting permission to Tenant to install or operate special equipment such as kilns or welding equipment in leased space,that Tenant enter into a written agreement to reimburse the Lessor for the estimated or measured cost of utility services for such equipment. X.LESSOR RIGHT OF ACCESS: Lessor and its representatives and the City and its representatives may enter and inspect the leased property whenever such property is occupied and may otherwise enter, at reasonable times and upon reasonable notice,for the purpose of inspecting the leased property, or performing any work or maintenance necessary to the leased property or the areas beyond the top ofthe interior partitions. In the event of emergency,Lessor or the City may enter without notice, solely to deal with such emergency. Page 5 of 8 D.Nothing in this article shall be deemed to require the Lessor to give the Tenant any notice, other than such notice as may be required by statute,prior to the commencement of an unlawful detainer action for non-payment'of any basic rent or additional rent,it being intended that the five-day notice mentioned in Paragraph A,above,is only for the purpose of creating a conditional limitation hereunder pursuant to which this Lease shall terminate. E. If the Lease shall terminate as provided in this Article the Lessor shall have the right,at Lessor's election at any time,to recover from the Tenant the Lessor's expenses incurred in litigation, including reasonable attorneys fees (calculated without regard to the amount). F. In the event Lessor incurs any expenses as a result of the Tenant's default hereunder, Lessor is hereby authorized to invade the security deposit to the extent of the Lessor's expenses (including reasonable attorney's fees) and in the event the security deposit is insufficient,to recover the balance from the Tenant by appropriate legal action. G.No failure by the Lessor to insist upon the strict performance of any term or condition of this Lease or to exercise any right or remedy available on a breach thereof,and no.acceptance of full or partial rent during the continuance of any such breach shall constitute a waiver of any such breach or of any such term or condition.No term or condition of this Lease required to be performed by the Tenant, and no breach thereof, shall be waived, altered or modified, except by a written instrument executed by the Lessor. No waiver of any breach shall affect or alter any term or condition in this Lease, and each such term or condition shall continue in full force and effect with respect to any other then existing or subsequent breach thereof. X11.FIRE AND OTHER CASUALTY: In the event of fire or other casualty-to the building in which the leased property is located, if the damage is so extensive as to amount practically to the total destruction of the leased property or of such building,this Lease shall terminate and the rent shall be apportioned to the time of damage. Subject to the rights of the City under the lease in all other cases where the leased property is damaged by fire or other casualty,Lessor and/or the City shall repair the damage with all due dispatch, and if the damage has rendered the leased property untenable,in whole or in part,there shall be an apportionment of the rent until the damage has been repaired.However ifthe damage is the fault of the Tenant,the Tenant shall either make the necessary repairs or reimburse the Lessor and/or the City the cost of making such repairs. XM.LIABILITY: Tenant shall agree to defend and to hold Lessor and the City harmless and to indemnify Lessor and the City against all claims, causes of action, demand or suits,and costs and expenses, resulting from Tenant's acts or omissions in conducting or causing to be conducted uses of the leased premises. Tenant shall secure and maintain general liability insurance for the leased premises which shall provide liability coverage of One Million Dollars ($1,000,000)per occurrence for personal injury and/or property damage. The Lessor and the City shall be an additionally named insured in each such policy and the policy shall provide for giving the Lessor and the City a forty-five(45) day notice of cancellation or non-renewal or change in the insurance coverages.Prior to occupancy of the leased premises, Tenant shall submit to Lessor and the City evidence of said general liability insurance. XIV. SUBLEASE: Tenant shall be permitted to sublet said premises,with the approval of Lessor and the Torpedo Factory Artists' Association Board, and in conformance with such rules and regulations as the Lessor may establish for this purpose. A.Any such sublessee must have first met all qualifications for admission into the Torpedo Factory Art Center, and must agree to use premises solely as a working studio and in conformity with the provisions of Paragraph VI. USE OF PREMISES, above and to be bound by all terms of this Lease agreement. Page 7of8 STUDIO INHERITANCE AGREEMENT STUDIO INHERITANCE AGREEMENT entered into this day of 119 _ by and between the Torpedo Factory Artists' Association (herein after referred to as Lessor), and studio partner (hereinafter referred to as Tenants), of studio , as partner of -------------------------------------- In accordance with the terms of your lease and the House Rules (A. Studio Responsibilities, Studio Inheritance 8; 2 &3); When taking a partner into a studio, the partner must occupy the studio for a period of 2 years before he/she may inherit the same studio space. This Agreement is good for a period of two years from its signing. When a potential tenant sub-leases a studio and then immediately after sub-leasing becomes a tenant in the same studio, he/she will be given credit for the time of his/her sublet towards fulfilling this Agreement.* This rule does not apply whin a person sublets during a tenant's leave of absence: The undersigned understands that he/she is not automatically allowed to inherit Studio # when the original partner(s) vacate because of the traditional designation of medium for this studio. IN WITNESS WHEREOF, the parties have executed this Agreement on the __--- day of ---------------- --- 19—__-- TORPEDO FACTORY ARTISTS' ASSOCIATION (LESSOR) BY: --- -- =------------- ------------------------------------ PRESIDENT ------------------------------------------------------ LEASE COMMITTEE CHAIR — ---------------------------------------------------- TENANT --------------------------------- EXPIRATION DATE Amended 2/97 *(up to 6 months) B. Tenant will remain personally liable for all obligations contained herein, and Lessor's acceptance of rental payments from sublessee shall not be deemed a release of Tenant's obligations nor a . waiver of any rights which Lessor may have against Tenant. C.With the exception of the right to sublet under the conditions stipulated above, Tenant shall not sublease, assign,transfer or otherwise dispose of this Lease. XV.NOTICES: Notices required hereby to be given to the Lessor shall be sent to the address designated below or delivered to the demised premises unless changed by written notices: FOR LESSOR: TORPEDO FACTORY ARTISTS ASSOCIATION 105 NORTH UNION STREET ALEXANDRIA, VIRGINIA 22314 FOR LESSEE. STUDIO# TORPEDO FACTORY ART CENTER The date of notification shall be the date on which either paity.delivered or sent a notice to the other party, at the locations designated above. XVI.SUBORDINATE:The Lease is subordinate to and subject to the provisions of the Master Lease. X.ENTIRE AGREEMENT: This Lease contains the entire agreement between the parties and cannot be changed orally,but only by an agreement in writing signed by both parties. If any term or provision of this Lease or the application thereof to any person or circumstances shall,to any extent,be invalid or unenforceable,the remainder of this Lease, or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision at this Lease shall be valid and be enforced to the fullest extent permitted by law. IN WITNES S WHEREOF,the parties have executed this Lease on the day of , 20—. TORPEDO FACTORY ARTISTS' ASSOCIATION (LESSOR) By PRESIDENT LEASE CHAIRMAN TENANT TENANT TENANT TENANT TENANT TENANT TENANT TENANT Insurance Policy Company Expiration Date Page 8 of 8 Xl.DEFAULT: A. Lessor may terminate this sublease,giving Tenant five(5) days notice of intention to do so, which notice shall be given at the leased premises, in any of the following circumstances 1. If the leased property becomes vacant or deserted for a period of 30 days. 2. If the Tenant or any Member shall attempt to assign or sublet the premises in violation of the provisions of Article XIV herein and such default is not cured within fifteen(15)days after notice. 3. If the Tenant shall be in default in the payment of any basic rent or additional rent and such default is not cured within ten(10) days after written notice thereof by Lessor;provided,however,that in the event that Tenant shall have failed to make timely rental payments more than twice during the term ofthis Lease,then and in that event the right of Tenant to receive written notice and to cure rental defaults shall terminate and a default shall occur if rent is not paid on the due date thereof. 4. If the Tenant or any Member shall be in default in the performance of any covenant of this Lease(other than those listed above)and if such default is not cured within 30 days after written notice thereof given by the Lessor, or, if such default shall be of such nature that it cannot be completely cured within such 30 day period,if the Tenant _ or such Member shall not have promptly commenced within such'30 day period or shall not thereafter proceed with reasonable diligence and in good faith to remedy such default. The default of any member shall be deemed a default by the group, and Lessor maytake action with respect to the entire group following such default by any member. In the event a notice of default is issued to Tenant or any Member arising out of the violation of the "House Rules"or"Standards-and Practices for Fine Arts and Fine Crafts (Studio Guidelines)", and more particularly the provisions of Paragraph E thereof,Tenant or such Member, as the case may be,must in order to"cure"such default execute a written agreement within a thirty day period which: a. Sets forth the terms and schedule under which Tenant and/or the Member shall maintain the studio in compliance with the House Rules or Studio Guidelines;and b. Agrees that during the remaining lease period,any future failure to be in compliance with the House Rules or Studio Guidelines shall constitute an immediate default; and c. Acknowledges that the Tenant and/or such Member shall have no right to cure any subsequent default under paragraph M(A)(4) of the lease. This agreement shall continue in full force and effect until the expiration of the term of the Lease, or any renewals thereof B.If Lessor shall terminate the Lease as provided in sub-paragraph A, above,then at the expiration of the five day notification period this Lease shall terminate as completely as if that were the date herein definitely fixed for the expiration of the term of this Lease, and the Tenant shall then surrender the leased premises to the Lessor. If this Lease shall so terminate, it shall be lawful for the Lessor at its option,without formal demand or notice of any kind,to reenter the leased premises by the unlawful detainer action or by any other means,including force, and to remove the Tenant therefrom without being liable for any damages therefore. C. The Tenant shall remain liable for all his obligations under this Lease, despite the Lessors reentry, and the Lessor may rerent or use the leased premises as agent for the Tenant if the Lessor so elects. The Tenant waives any legal requirement for notice of intention to reenter and any right of redemption. Page 6 of 8 V. SECURITY DEPOSIT A. The Lessor hereby acknowledges receipt of a security deposit in the sum of dollars ($ the Nuivalent of one month's rental payment to secure Tenant's performance of the terms of this lease. Date of deposit B. Lessor agrees to hold said security deposit(and any additions thereto)in an account segregated from the regular operating accounts of Lessor for the Tenant_ The security deposit,or so much as is then available after deduction of all proper charges,shall be returned to Tenant no later than 60 days following termination of this Lease. If more than one Member has executed this Lease as Tenant,no individual Member shall have any claims against Lessor with respect to any security deposit provided hereunder,it being expressly understood that the security deposit is provided bythe Group as joint security. In the event any Member shall cease to be a member of the Group, voluntarily or involuntarily,they shall waive any claims they have or may have against Lessor for a refund of a portion of the security deposit, and must look solely to the other members of the Group for such reimbursement.Lessor's obligation to refund the security deposit shall be satisfied if Lessor distributes the security deposit to the members of the Group maintained on the books and records of Lessor at the time such refuind becomes due and payable. C.Lessor may use, apply or retain the whole or any part of the security deposit to the extent required for the payment of any rent and additional rent or ether sunt as to which the Tenant is in default or for any sum which the Lessor may expend or may be required to expend by reason of the Tenant's default in respect of any of the terms of this Lease,including but not limited to, any damages or deficiency in the reletting ofthe leased property,whether such damages or deficiency accrued before or after summary proceedings or other reentry by Lessor. Tenant may not assign or encumber the money security deposit, and the Lessor shallnot be.bound by any such assignment or encumbrance. D_ In the event of any default in the terms and conditions of this Lease,which default results in the expenditure of fiends by the Lessor,but which does not result in the termination of the Lease, Lessor shall have the option of applying so much of the security deposit as is necessary to cover such expenditure. If all or a portion of the security deposit is so applied, Tenant shall,upon written demand, deposit with Lessor within 30 days of the date of such written demand sufficient funds to bring the security deposit to the sum Of one month's current base rental. In the event Tenant shall fail to maintain the security deposit at the necessary amount, such failure shall constitute a ground of default. E. At the expiration of the term of this Lease, Tenant shall be required to pay the cost of rendering the leased premises ready for leasing to a new Tenant,reasonable wear and tear excepted.It is expressly agreed that Tenant shall not be required to bear the cost of repainting of the leased premises,unless such expenditure is required due to the Tenant's decoration of the leased premises which causes same to be unrentable without such repainting. Vl.USE OF PREMISES: A. Tenant shall use the premises solely as a working studio, inconformity with the Torpedo Factory Artists Association's Constitution,By-Laws,House Rules and the statement of Standards and Practices established by the Torpedo factory Artists Association,which documents are attached hereto and incorporated by reference herein. In the event of any modification or amendment to any of these documents, the Tenant agrees to abide by the Constitution,By-Laws,House Rules, and the statement of Standards and Practices currently in effect. Lessor shall provide Tenant with a copy of any new document following its revision and final adoption or approval. Page 4 of 8 TORPEDO FACTORY ART CENTER LEASE AGREEMENT LEASE AGREEMENT entered into this day of , 20___,by and between the Torpedo Factory Artists' Association(hereinafter referred to as Lessor), and (hereinafter referred to jointly and severally as Tenant and individually as Member). WITNESSETH: V*WREAS,the City of Alexandria (hereinafter referred to as the"Cite has purchased the building known as Torpedo Factory Art Center from Alexandria Art Center Associates, a Virginia limited partnership; and WHEREAS,Lessor(TFAA)is the holder of a lease commencing September 1, 1998 (hereinafter referred to as the Master Lease) entered into between Lessor and the City for portions of the building known as the Torpedo Factory Art Center,located at 105 North Union Street, Alexandria,Virginia;and WHEREAS,pursuant to that Master Lease, Lessor has the right to sublease"studio space"within the premises to qualified individuals,groups and organizations; and WHEREAS,Tenant is an individual or group of individuals interested in leasing "studio space"in the Torpedo Factory Art Center and meets all the requirements to qualify for a sublease(hereinafter referred to as the Lease) NOW, THEREFORE,in consideration of the mutual covenants and agreements contained herein,the parties agree as follows: I.Lessor hereby leases to and Tenant hereby accepts the below described"studio space"located in the Torpedo Factory Art Center, for the term stated below and at the rental agreed to herein. The"studio space"leased hereby is described as follows: STUDIO# containing square feet of space_ Each individual Member must execute this Lease agreement and is bound,jointly and severally by the terms hereof and each named Member shall have the right to occupy the leased studio space in common with the other named members (hereinafter referred to collectively as the"Group'), subject to the terms hereof the bylaws or other organizational agreements of the Group and of the rales and regulations adopted by the Lessor for shared studio space. The Group shall establish rules and regulations goveming the affairs of the Group, including the right to terminate any Member's right to continued occupancy of the studio, subject to the rules and regulations adopted by Lessor. IL TERM: This Lease shall commence on the_day of , 20__, and shall expire on the day of ,20_. This Lease may thereafter be renewable for additional periods in accordance with the provisions of Article N herein. M. RENT: A. Rental payments, as herein designated, shall be payable without demand on the 15th day of each month, said payment to be applied to the rent for the period commencing on the first day of the following month,at the rate set forth hereunder. Rental payments shall include the base rental together with all additional rent as required hereunder,together with Tenants pro-rata share of the annual membership dues in the Torpedo Factory Artists Association in the amount in which such dues are set from time to time during the term of this Lease, Page 2 of 8