Agenda Item: Meeting Date: MEMORANDUM. February 11, 2016 / First Amendment to Commercial Lease Agreement for Artisan Incubator Project.

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1 Agenda Item: Meeting Date: OB-1 02/18/16 MEMORANDUM TO: THROUGH: DATE: FROM: SUBJECT: PRESENTER: RECOMMENDATION: BUDGET IMP ACT: PAST ACTION: NEXT ACTION: ATTACHMENTS: BACKGROUND: City Commission Doug Hutchens, Interim City Manag~ February 11, 2016 / Thomas 1. Trask, City Attorney First Amendment to Commercial Lease Agreement for Artisan Incubator Project. Thomas 1. Trask, City Attorney Request authorization to enter into a First Amendment to Artisan Commercial Lease Agreement for Artisan Incubator Project with ORTHIOS, LLC. n/a At the October 1, 2015 City Commission meeting, the Commission approved the City of Dunedin entering into an agreement with ORTHIOS, LLC to lease the property at 958 Douglas A venue. n/a (1) Letter from Tom Trask, City Attorney, dated February 10,2016 (2) First Amendment to Commercial Lease Agreement for Artisan Incubator Project Attached is Attorney Trask's staffing for the above referenced item.

2 THOMAS J. TRASK, B.C.S.* JAY DAIGNEAULT RANDY MORA REGINA KARDASH ERICA F. AUGELLO JENNIFER R. BONDY " Board Certified by the Florida Bar ill City. Coull/)' a11d l.ocal Gonmmumt /.{llr MEMORANDUM DATE: TO: FROM: February 10, 2016 Mayor Julie Ward Bujalski Vice-Mayor Bruce Livingston Commissioner Heather Gracy Commissioner Deborah Kynes Commissioner John Tornga a/ Thomas J. Trask, City Attorne RE: First Amendment to Commerc1 Project Lease Agreement for Artisan Incubator The purpose of this memo is to request your authorization to enter into a First Amendment to Artisan Commercial Lease Agreement for Artisan Incubator Project with ORTHIOS, LLC. On October 1, the City entered into an agreement with ORTHIOS, LLC to lease the property located at 958 Douglas Avenue for the purpose of subletting the buildings to artists/artisans, th e Creative Art Institute and the Dunedin Fine Art Center for th e promotion of the City's Artisan Incubator Project. The Agreement required the City to provide a $2,000,000 general liability in surance policy. Because the City is self-insured, the insurance policy requirement needs to be revised. As drafted, the First Amendment provides for the City to maintain a certified statement as evidence of satisfactory financial responsibility. Details of the coverage remains comparable to what would be provided for in an in surance policy written by a private company. The City assumes liability for its own negligent acts or intentional tortious actions only to the statutory limits. In addition, th e First Amendment provides for both the City and ORTH IOS, LLC to indemnify and hold harmless one another from actions arising out of their own negligent acts. Please do not hesitate to contact me should you have any questions. Respectfully submitted. T JT/jd 1001 South Fort Harrison i\1 cnuc. Suite 201 Clcnrwmcr, Florida E-ivlail ol'lic.:-'itcityauorncys.kgal Tekphonl! ~9~ Fax A Limited Liability PartttJrsltip

3 FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENT FOR ARTISAN INCUBATOR PROJECT THIS FIRST AMENDMENT TO COMMERCIAL LEASE AGREEMENT FOR ARTISAN INCUBATOR PROJECT (" First Amendment"), effective as of the day of February, 2016 is hereby entered into by and between the CITY OF DUNEDIN, a Florida municipal corporation, hereinafter referred to as "TENANT" and ORTHIOS, LLC, a Florida limited liability corporation, hereinafter referred to as "LANDLORD". RECITALS WHEREAS, the TENANT and LANDLORD entered into that certain Commercial Lease Agreement, hereinafter referred to as "Agreement", dated October 1, 2015, whereby LANDLORD leased to TENANT a portion of real property located at 958 Douglas Avenue, Dunedin, Florida, with the intent to sublet the masonry building and metal buildings to artists/artisans as well as the Creative Arts Institute and Dunedin Fine Art Center in order to promote the TENANT'S Artisan Incubator Project; and WHEREAS, because the TENANT maintains a self-insured status the Parties hereto wish to amend the Agreement with regard to the TENANT'S procurement of general liability insurance; and NOW THEREFORE, in consideration of the mutual terms, covenants and conditions contained herein, the parties mutually agree to amend the Commercial Lease Agreement, dated October 1, 2015, as follows: 1. That Paragraph 7 of the Agreement is hereby amended to read, as follows: 7. INSURANCE AND HOLD HARMLESS. (a) Commercial General Liability Insurance. During the Term, TENANT at its sole cost and expense, shall maintain commercial general liability insurance against liability or, if self-insured, provide a certified statement to the effect and provide evidence of satisfactory financial responsibility. Coverage shall include, but not be limited to, Leased Premises and Operations, Personal & Advertising Injury Products & Completed Operations Coverages and Property Damage Liability exposures. Completed Operations Liability coverage shall be maintained for a period of not less than two (2) years following termination of this Lease. The TENANT, being a municipal entity, as referenced in Section , Florida Statutes, agrees to be responsible to the limits set forth in such statute for its own negligent acts or intentional tortious actions, which result in claims or suits

4 against the TENANT or LANDLORD, and agrees to be liable only to such to the statutory limits, whether applicable or not, for any damages proximately caused by said acts or omission, or intentional tortious acts. Nothing contained in this section shall be construed to be a waiver by either party of any protections under sovereign immunity, Section , Florida Statutes, or any other similar provision of law. Nothing contained herein shall be construed to be a consent by either party to be sued by third parties in any matter arising out of this or any other agreement. (b) Hold Harmless. TENANT is a Florida agency or subdivision as defined in , Florida Statutes. Subject only to the limitations provided therein, the TENANT, agrees to indemnify and hold harmless LANDLORD from and against any and all claims, suits, actions, damages, or causes of action arising out of the negligent acts of the TENANT arising out of or in connection with the provisions of this agreement. LANDLORD agrees to indemnify, hold harmless and defend the TENANT from and against any and all claims, suits, actions, damages or causes of action arising out the negligent acts of LANDLORD arising out of or in connection with the provisions of this Agreement. (c) In the event that TENANT should fail for any reason to procure or maintain the above-referenced general commercial liability insurance coverage for the benefit of LANDLORD at the minimum amounts required herein, or at the written request of TENANT, LANDLORD, at LANDLORD'S sole discretion, may declare TENANT in default. 2. Except as expressly set forth herein, all of the terms, covenants and conditions of the Agreement as amended are hereby ratified and confirmed by TENANT and LANDLORD, and each, by the execution of this First Amendment hereby signifies their intent to be bound thereby. IN WITNESS WHEREOF the Parties hereto have executed this First Amendment on the day and year set forth next to their signatures below. [remainder of this page intentionally left blank] 2

5 CITY OF DUNEDIN WITNESSES: Julie Ward Bujalski, Mayor Date: ---- ATTEST: Denise Kirkpatrick, City Clerk APPROVED AS TO FORM: Thomas J. Trask, City Attorney STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this day of, 2016, by Julie Ward Bujalski, Mayor of the City of Dunedin who _is personally known to me or_ has produced a driver's license or as identification. Notary Public My Commission Expires: 3

6 ORTHIOS, LLC WITNESSES: D. Randall Davis, Managing Member Date: ---- STATE OF FLORIDA COUNTY OF PINELLAS The foregoing instrument was acknowledged before me this day of, 201 6, by D. Randall Davis, as Managing Member of ORTHIOS, LLC who _ is personally known to me or_ has produced a driver's license or as identification. Notary Public My Commission Expires: 4