AGREEMENT #AGR2018-25 FRIENDS OF DUNNELLON CHRISTMAS PARADE, INC. ASSIGNMENT OF MEMORANDUM OF AGREEMENT TO RAINBOW SPRINGS ART, INC. THIS ASSIGNMENT OF MEMORANDUM OF AGREEMENT is hereby made and entered into this day of, 2018, by and between CITY OF DUNNELLON, FLORIDA, whose address is: 20750 River Drive, Dunnellon, Florida 34431 (the City ), FRIENDS OF DUNNELLON CHRISTMAS PARADE, INC., a Florida Not for Profit Corporation with a mailing address of PO Box 3273, Dunnellon, Florida ( Original Party ) and RAINBOW SPRINGS ART, INC. a Florida Not for Profit Corporation, whose address is 20804 West Penn Avenue, Dunnellon, Florida 34431 ( New Party ). The City, the Original Party and the New Party are referred to collectively herein as the parties. WITNESSETH: WHEREAS, the City and Original Party entered into a Memorandum of Agreement, dated October 1, 2017, (the MOA ), the MOA being Exhibit A hereto and incorporated herein by this reference; and WHEREAS, the MOA provides that the Original Party shall not assign the MOA without first securing the City s consent; and WHEREAS, the Original Party desires to assign its responsibilities, rights, and benefits in the MOA to the New Party and the City has agreed to allow such assignment by means hereof. NOW, THEREFORE, in consideration of the sum of ten ($10.00) dollars and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: SECTION 1. The above recitals are true and correct and incorporated herein by reference. SECTION 2. As of the date hereof all of the responsibilities, rights, and benefits of the Original Party under the MOA are assigned to and shall inure to the benefit of New Party, and the New Party does hereby assume the obligations of the Original Party thereunder and agrees to abide by all of the terms and conditions of the MOA. Henceforth, all references to the Original Party in the MOA shall mean the New Party. SECTION 3. Notice and mailings to the New Party shall be given at: Rainbow Springs Art, Inc. 20804 West Penn Avenue Dunnellon, FL 34431 First Draft 07/18/18 City Council Workshop
Agreement #AGR2018-25, Rainbow Springs Art Assignment of MOA Page 2 CITY OF DUNNELLON, FLORIDA ATTEST: WALTER GREEN, Mayor Date signed: Amanda Roberts, City Clerk Witnesses: Print name: Print name: Original Party: FRIENDS OF DUNNELLON CHRISTMAS PARADE, INC. Matthew Baillargeon, Director Date signed: Witnesses: Print name: Print name: New Party: RAINBOW SPRINGS ART, INC. Lynda Ryan, President Date signed: First Draft 07/18/18 City Council Workshop
s l MASTLR 1 AGREEMENT #AGR2017-38 2 MEMORANDUM OF AGREEMENT 3 4 THIS M RAND AGREEMENT (hereinafter "Agreement ") ṃade and 5 entered into this day of 2017, by and between THE CITY OF DUNNELLON 6 hereinafter "City") and FRIENDS OF DUNNELLON CHRISTMAS PARADE, INC. d/b /a 7 RAINBOW SPRINGS ARTIST COOPERATIVE (hereinafter " RSAC "), a Florida Not for Profit 8 Corporation with a mailing address of PO BOX 3271, Dunnellon, Florida 34430. 9 10 NOW THEREFORE, for and inconsideration of the mutual covenants and promises contained 11 herein, the parties agree as follows: 12 1. PROPERTY. 13 a) The City hereby agrees to permit RSAC, to utilize portions of a building on property 14 located at 20804 West Pennsylvania Avenue, Dunnellon, Florida 34'4231, more 15 particularly described as: 16 Lots 467, 468, and 484, of Plat Book A, Page 174, of the Public Records of 17 Marion County, Florida. 18 The portions of the building which RSAC is permitted to utilize are depicted 19 as Exhibit "A" attached hereto and made a part of this: Agreement. The portion 20 of the building depicted in Exhibit "A" shall be referred to as "the Property." 21 b) The Parties agree that the Property comprises a total of approximately 1350 22 sq.ft. 23 24 a. RSAC shall share with the City and any other building tenants access to and use of 25 the following parts of the building or property not located in the Property: existing 26 parking lot and restrooms. 27 28 b. The City sha'l' l have full access to.the Property in order to reasonably maintain the 29 building in accordance with the terms of this Agreement. 30 31 c) Signage on the property identifying RSAC shall include the,phrase "of Dunnellon" 32 accordingly: 33 Rainbow Springs Artist Cooperative of Dunnellon 34 35 2. TERM. The term of this Agreement shall commence on October 1, 2017 and shall 36 continue per the provisions of this Agreement until August 31, 2020. 37 38 39 40
Page 2 41 3. RENT. 42 43 a. All rent payable to the City under this Agreement shall be paid and given at 20750 44 River Drive, Dunnellon, Florida 3 443 1, or such other address as the City shall specify 45 in writing. 46 47 b. Unless paid in advance on an annual basis per Section 3(c) of this Agreement, RSAC 48 will pay to City rent for use of the Property at a rate of $300.00 per month. Rent for 49 October, 2017 shall be due upon execution of this Agreement. Rent for all other 50 months shall be due on the first day of each month. If rental payment is not made 51 payable to and received by the City on or before the tenth day of any month, then 52 RSAC shall be in material breach of this Agreement. 53 54 c. If RSAC makes its payment annually in advance, then RSAC will receive a 10% 55 discount for the year paid in advance according to the following schedule: 56 October 1, 2017 August 31, 2018 2970 - Due upon execution of the 57 Agreement to receive discount. 58 September 1, 2018 August 31, 2019 3240 Due prior to September 1, 59 2018 to receive discount. 60 September 1, 2019 August 31, 2020 3240 Due prior to September 1, 61 2019 to receive discount. 62 63 4. USE. 64 65 a) RSAC shall use and occupy the Property solely for use as a membership based artists' 66 cooperative and classroom. RSAC will also offer programs (i.e. art classes and lectures) 67 to the public as a service to the citizens of Dunnellon and the surrounding communities. 68 Special focus will be on offering art enrichment programs to community members 69 including children and seniors. Expenses for classes and lectures may be recovered by 70 the RSAC. No other use shall be made of the Property without prior, written consent of 71 City. 72 73 b) RSAC will not use or permit the Property to be used for any illegal or improper purposes, 74 nor permit any disturbance, noise, or annoyance whatsoever, detrimental to the Property 75 or to the comfort of its neighbors. 76 77 c) RSAC will be responsible for any code enforcement fines, liens, or judgments that may 78 become due upon the Property, for which it is determined that RSAC is responsible, in a 79 timely manner. 80
Page 3 81 d) RSAC ' shall promptly notify City of any,problems that may arise regarding the Property 82 and/or use of the Property. 83 84 e) Nothing herein shall be construed to create a partnership relationship with City and 85 RSAC in any way. 86 87 5. UTILITIES & SERVICES The City shall not be responsible for and will not provide any 88 utilities or services to RSAC, the Property, or the building in which the Property is 89 located during the term of this Agreement. RSAC shall secure and pay for any and all 90 services utilized by RSAC during the term of this Agreement, including but not limited 91 to: telephone, cable, and internet services. 92 93 6. INSURANCE. 94 95 a) The City shall keep the building in which the Property is located insured against loss by 96 fire or casualty with extended coverage in an amount of not less than the replacement 97 value of the building. 98 99 b) RSAC shall at all times and, at its sole expense maintain public liability insurance policies 100 on the Property with limits of at'least $1,000, 000.00 (One Million Dollars) for personal 101 injury, death and property damage with waiver of subrogation against the City. The City 102 shall be entitled to require an increase in the coverage limits required under this 103 subparagraph by written notice to RSAC, provided that any increase shall be reasonable 104 and consistent with prevailing market coverage limits for similarly situated properties and 105 activities. Said public liability policies shall carry both the names of the City and RSAC 106 as named insured. RSAC shall provide the City with a certificate evidencing the public 107 liability and insurance coverage at the time this Agreement is entered into and shall 108 provide such certificate annually thereafter or upon the renewal dates of said 109 policies. RSAC shall keep all receipts showing payment of premiums were made on or 110 before each premium due date. All policies required to be obtained by RSAC shall 111 contain a provision that the company writing said policy will provide the City thirty (30) 112 days notice in writing in advance of any cancellation or lapse or the effective date of any 113 reduction in the amounts of insurance. All policies shall be written as primary policies, 114 not contributing with and not in excess of any coverage which the City may carry. 115 c) RSAC shall be solely responsible for maintaining insurance against loss by fire and 116 other casualty on its furniture, fixtures, inventory, equipment, supplies, and other 117 personal property. 118 119 d) RSAC agrees to, and shall at all times, indemnify, defend and hold the City harmless 120 from and against any and all liability, loss, claim, suit, damage, charge or expense which 121 the City may suffer, sustain, incur, or in any way be subjected to, on account of death of 122 or injury to any person whomsoever and damage to or loss of or destruction of any 123 property whatsoever, arising from, or in any way connected with, upon, or at the 124 Property, or the occupancy or use by RSAC of the Property or any part of the real
Page 4 125 property and/or grounds upon which the Property is located, or occasioned wholly or in 126 part by any act or omission of RSAC, its employees, customers,, or other parties not under 127 the direct supervision of the City. In case the City shall be made a party to any claim or 128 litigation for death or injury to person or damage to or loss of property commenced by 129 RSAC or anyone else against the City ansing out of RSAC's use or occupancy, then 130 RSAC shall defend, indemnify, and hold the City harmless and shall pay all costs, 131 expenses and reasonable attorneys' fees of the City's attorneys incurred or paid by the 132 City in connection with such claim or litigation within thirty (30) days of receipt of any 133 invoice pertaining thereto. Notwithstanding the foregoing, in no event shall RSAC be 134 required to indemnify, defend or hold the City harmless from any liability, loss,. claim, 135 suit, damage, charge or expense that is proximately caused by the intentional or negligent 136 act or omission of the City. 137 138 e) RSAC will pay for any and all applicable workers' compensation insurance for any and 139 all employees of RSAC as may be required by Florida Law. 140 141 f) RSAC, its successors sublessees, and assigns, shall be responsible, at no cost to the City, 142 for any remediation of any hazardous substances on the Property or any part of the real 143 property and/or grounds upon which the Property is located, caused by RSAC, its agents, 144 successors, and assigns. RSAC shall use bonded contractors to perform any remediation 145 work required by this section. Such remediation shall be completed promptly and in 146 accordance with all applicable laws. In no event shall RSAC be responsible for 147 remediation of any hazardous substances on the Property or any part of the real property 148 and/or grounds upon which the Property is located, caused by the City, its agents, 149 successors or assigns. 150 151 7. MAINTENANCE & REPAIRS. 152 153 a) RSAC shall be responsible for maintaining the interior ceiling, walls, floor, and fixtures 154 of the Property. RSAC shall maintain.same in compliance witli the City's Code. 155 156 b) City will maintain the exterior of the building on which the Property is located and all 157 other improvements of the Property for which RSAC is not responsible for maintaining, 158 including, but not limited to: pipes, doors, and windows in compliance with the City's 159 Code. 160 161 c) RSAC will maintain the Property's landscaping and may make improvements to the 162 Property's landscaping if granted prior permission by City. 163 164 d) City will maintain the Property's lawn (including all trees), parking areas, and all other 165 exterior portions of the Property other than landscaping. 166 167 e) RSAC will notify City of any necessary repairs to the Property. Repairs will be 168 performed by City, if City, in its sole discretion, determines such repairs are necessary.
Page 5 169 Repairs are recoupable by City from RSAC if City determines RSAC is at fault for 170 damage necessitating the repairs, 171 172 8 ENTRY AND INSPECTION. City, its representatives, contractors and employees shall 173 at all times have free access to the Property for purposes necessary, incidental to or 174 connected with the performance or exercise of the City's governmental functions. In 175 addition, at any reasonable time, City may enter the Property personally or through a 176 designated agent and conduct an inspection to determine if RSAC is complying with the 177 provisions of this Agreement. If such inspection reveals deficiencies,. City may, but shall 178 not be obligated to, make such repairs or take any other action, as may be necessary to 179 bring RSAC into compliance and recover the costs thereof from RSAC. The parties 180 acknowledge that associated costs shall be considered additional rent due immediately 181 from RSAC; failure by RSAC to pay these sums shall be grounds for termination of this 182 Agreement. 183 184 9. RSAC shall not perform any alterations and/or improvements to the Property not 185 specifically identified within this Agreement. RSAC has no power or authority to subject 186 the City's interest in the Property to liens of any kind against City's interest during this 187 Agreement. If any third party files a lien, RSAC, will' release City's interest from the 188 legal effect of such lien. In such an event, all alterations or improvements on the Property 189 shall become the property of the City. 190 191 10. INDEMNITY. RSAC hereby covenants and agrees to indemnify and hold harmless City, its 192 board members, employees, consultants, attorneys and/or.agents { collectively the "City 193 Related Parties, ") from and against all liability, losses or damages, including attorneys' fees 194 and costs, at both the trial and appellate levels, which City and/or the City Related Parties 195 may suffer as a result of claims, demands, suits, causes of actions or proceeding of any kind 196 or nature arising out of, relating to or resulting from the performance or non - performance of 197 this Agreement by RSAC or its employees, agents, servants, partners, principals or 198 subcontractors. RSAC shall pay all claims and losses and shall investigate and defend (with 199 legal counsel acceptable to City) all claims; suits or actions of any kind or nature in the 200 name of City where applicable, including appellate proceedings, and shall pay all costs, 201 judgments, and attorney's fees and costs which may issue. Nothing herein shall 'be 202 construed as a waiver by City of sovereign immunity or of any rights or limits to liability 203 existing under Section 768.28, Florida Statutes. 204 205 11. COMPLIANCE WITH LAWS. The right is hereby reserved by City to adopt, in addition 206 to the provisions herein contained within this Agreement and existing applicable 207 ordinances, any additional regulations as it shall find necessary in the exercise or its
Page 6 208 powers. RSAC shall conduct all operations hereunder in compliance with all applicable 209 laws, and shall not permit any violations of law to remain upon said Property. 210 211 12. ASSIGNMENT. This Agreement shall not be assigned by RSAC without the prior 212 written consent from City. 213 214 13. RENEWAL. This Agreement shall renew automatically on a month -to -month basis until 215 terminated per the terms of Section 16 or Section 17 of this Agreement. 216 217 14. NOTICE. As required for any purpose in this agreement, notice shall be addressed and 218 sent by certified U.S. Mail, return receipt requested to: 219 220 City: City Clerk, City of Dunnellon 221 20750 River Drive 222 Dunnellon, FL 34431 223 224 RSAC: Friends of Dunnellon Christmas Parade, Inc. 225 PO Box 3273 226 Dunnellon, FL 34430 227 228 15. DEFAULT AND TERMINATION. The failure of RSAC to comply with any of the 229 terms of this Agreement, or to undertake or fail to undertake any action that causes a 230 threat to the public health, safety, or welfare shall be grounds for immediate termination 231 of this agreement. In the event of a default by RSAC under this Agreement which default 232 continues longer than ten (10) days after the giving of written notice to RSAC by City 233 demanding that the default be cured, City may terminate this Agreement and resume 234 possession of the Property immediately, or at its option City may take such action and 235 expend such sums as may be necessary to cure the default and charge it to the RSAC. 236 City shall also be entitled to recovery of all attorney fees and costs associated with said 237 default. In the event that RSAC files a protest of the City's notice of default within ten 238 10) days of receipt of said notice, the City Council shall schedule a meeting to determine 239 the reasonableness of City's declaration of default and make a decision that shall be 240 considered final' and binding to the parties. In addition, the City may pursue any other 241 remedy allowed by law. 242 243 16. TERMINATION WITHOUT CAUSE. 244 245 a) Prior to expiration of the Agreement, in the event the City Council determines that it no 246 longer serves a valid public purpose to lease the Property to RSAC and that public policy 247 requires that the Agreement must be terminated, the City shall provide RSAC one 248 hundred twenty (120) days' written notice of its intent to terminate this Agreement. If the
Page 7 249 City Council terminates this Agreement per this provision and such termination is not due 250 to RSAC's breach of this Agreement, then any Rent paid in advance shall be shall be pro - 251 rated as of the date of termination, with the balance refunded to RSAC. 252 253 b) RSAC may terminate the Agreement prior to its expiration by giving the City at least one 254 hundred twenty (120) days' written notice of its intent to terminate, If the RSAC 255 terminates this Agreement per this provision and RSAC is not in breach of this 256 Agreement, then the Annual Rent shall be shall be pro- rated as of the date of termination, 257 with the balance refunded to RSAC. 258 259 17 REMEDIES CUMULATIVE. City's remedies under this Agreement are cumulative, and 260 no one remedy shall be exclusive, in law or equity, of any other rights which City may 261 have, and the exercise of one right or remedy shall not impair City's standing to exercise 262 any other right or remedy. 263 264 18. COSTS AND FEES. In the event it is necessary for City to employ counsel to enforce 265 the obligations of RSAC hereunder, then RSAC shall reimburse City for reasonable 266 attorney fees so incurred, whether or not suit is filed; and if a legal action is commenced 267 by either party, then at the conclusion of such action the prevailing party shall be entitled 268 to recover its reasonable costs and attorney fees, in addition to any other relief granted. 269 270 19. WAIVER OF JURY TRIAL. RSAC hereby waives all right to a jury trial in any action 271 brought to enforce the terms of this Agreement or otherwise arising from this Agreement. 272 RSAC understands that, as a result of this waiver, any judicial action brought in 273 connection with this Agreement shall be decided by a judge, and RSAC shall have no 274 right to request or require that the action be decided by a jury. 275 276 20. GOVERNING LAW. This Agreement shall be applied and construed in accordance with 277 the Laws of Florida. Venue for any action hereunder shall be in Marion County, Florida. 278 The courts of the State of Florida shall have jurisdiction to hear and decide any and all 279 disputes which arise under this Agreement. 280 281 21. MODIFICATION. This Agreement may not be amended in any manner whatsoever, 282 other than by written instrument signed by all parties hereto. 283 284 22. BINDING EFFECT. This Agreement shall be binding on, and inure to the benefit of, not 285 only City and RSAC, but also their respective successors and assigns. 286 287 23. SEVERABILITY. If any provision hereof is declared invalid or unenforceable, it shall be 288 served from this Agreement and the remainder of the Agreement shall continue in full 289 force as if executed originally without the invalid portion. 290
Page 8 291 24. ENTIRETY OF AGREEMENT. This Agreement sets forth the entire agreement of the 292 parties; it takes precedence over all prior representations, negotiations and agreements, 293 whether oral or written, which are deemed to have merged into this Agreement and have 294 been extinguished to the extent not set forth specifically herein. 295 296 25. RADON GAS. Radon is a naturally occurring radioactive gas that, when it has 297 accumulated in a building in sufficient quantities may present health risks to persons who 298 are exposed to it over time. Levels of radon that exceed Federal and State guidelines 299 have been found in buildings in Florida. Additional information regarding radon and 300 radon testing may be obtained from your County Health Department. 301 302 SIGNATURES ON FOLLOWING PAGE] 303 THE REST OF THIS PLAGE INTENTIONALLY LEFT BLANK] 304 305 306 307 308 309 310 311 312 313 314 315 316 317 318 319 320 321 322 323 324 325 326 327 328 329
Exhibit A A -2 = OTI Fiber - 978 sq. ft. A -1 = Community Space Shared = Shared Space by A2 & Al 1 q -2 Z. I X41 w.