2024-07-02 VII. F. Ex 8 • •
Exhibit 8 iV2m VI I.
07/212024 CC
MEMORANDUM OF UNDERSTANDING
BETWEEN
FREEDOM BAPTIST CHURCH OF OKEECHOBEE,INC
AND
THE CITY OF OKEECHOBEE
FOR CONSTRUCTION, ACCESS, AND PARKING
This Memorandum of Understanding (hereinafter "MOU"') is made and entered into
effective as of the beginning date of the term,as defined herein,between FREEDOM BAPTIST
CHURCH OF OKEECHOBEE, INC, a Florida not-for-profit corporation (hereinafter the
"CHURCH")and the CITY OF OKEECHOBEE,a municipal corporation in the state of Florida
(hereinafter the "CITY", and collectively, the "Parties").
WHEREAS, the CITY is a political subdivision of the State of Florida, having a
responsibility to provide certain services to benefit the citizens of the CITY;
WHEREAS, the CHURCH's mission is to improve all aspects of the City of Okeechobee
by providing Scripture-based education and fellowship;
WHEREAS, the CHURCH has identified a need for additional parking space to
accommodate its parishioners;
WHEREAS, the CITY owns certain undeveloped real property adjacent to the CHURCH
(hereinafter, the"Parking Annex") as described and illustrated in the attached Exhibit A;
WHEREAS the CITY is willing to make, under the terms and conditions specified herein,
the Parking Annex available to the CHURCH for parking by CHURCH parishioners;
WHEREAS,the Parties desire to enter into this MOU to set out the specific understanding
of the arrangement between the Parties for the CHURCH's use of the Parking Annex;
NOW, THEREFORE, the Parties set forth the following terms and conditions and in
consideration of the premises, and in consideration of the mutual conditions, covenants and
obligations hereafterexpressed,it is agreed as follows:
1. Recitals. The foregoing recitals are true and correct and constitute a material inducement
to the parties to enter this MOU. Said recitals are hereby ratified and incorporated herein by
reference.
2. CITY's Responsibilities. During the Term of this MOU, the CITY hereby grants the
CHURCH access to the Parking Annex for the sole purpose of allowing access to parishioners
during the Church's regular service days and times.
3. CHURCH's Responsibilities. During the Term of this MOU, the CHURCH's
responsibilities shall be as follows:
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a. to provide the CITY with written notice at least 24 hours in advance of any use of
the Parking Annex that is outside of the CHURCH's regular service days and
times;
b. to provide to CITY a parking plan depicting the maximum number of cars and
configuration of those cars on the Parking Annex as a condition precedent to
the CITY's execution of this MOU, which parking plan is to be attached hereto
as Exhibit B;
c. to ensure that CHURCH parishioners, agents, employees, participants, or
invitees comply with the parking plan;
d. to maintain during the Term of this MOU, at CHURCH's sole expense, a
comprehensive general liability insurance policy (the "Insurance") in the amounts
set forth in the Certificate of Liability Insurance attached hereto as Exhibit C, to
protect CITY and CITY's board, employees, and agents. CITY shall be named as
a certificate holder and additional insured under the Insurance;
e. to defend, indemnify, and hold harmless CITY and all of CITY's officers, agents,
and employees from and against all claims, liability,judgments, costs, damages,
interest, penalties, loss, and expense, including reasonable costs, collection
expenses,attorney's fees,and court costs which may arise by reason of CHURCH's
activities, whether happening on or off the Parking Annex, arising from acts or
omissions of CHURCH or CHURCH's parishioners, agents, employees,
participants, or invitees, for any damage, claim or injury (including death) to
persons or property. CHURCH recognizes the broad nature of this indemnification
and hold harmless provision, as well as the provision of a legal defense to CITY
when necessary,and voluntarily makes this covenant and expressly acknowledges
the receipt of such good and valuable consideration provided by CITY in support
of these indemnification, legal defense, and hold harmless contractual obligations
in accordance with the laws of the State of Florida. Compliance with any insurance
requirements of this MOU shall not relieve CHURCH of its liability and obligation
to defend, indemnify, and hold harmless CITY as set forth in this paragraph. Such
indemnification shall be in addition to any and all other legal remedies available
to CITY and shall not be considered to be CITY's exclusive remedy;
f. to ensure that the Parking Annex does not become contaminated with any
environmental hazard. CHURCH shall indemnify, protect, and hold CITY
harmless from any environmental damage, and if such environmental damage,
resulting from CHURCH's activities or use of the Parking Annex, is discovered,
CHURCH shall promptly undertake and pursue diligently appropriate steps to
repair the damage and shall notify CITY of such environmental damage within
twenty-four(24)hours after CHURCH's discovery of such environmental damage;
and
g to give notice to CITY in the event that any claim in writing is asserted by a third
party which may entitle CITY to indemnification, which notice shall be
accompanied by a copy of statement of the claim. Following the notice,CHURCH
shall have the right, but not the obligation, to participate at its sole expense, in the
defense, compromise or settlement of such claim with counsel of its choice. If
CHURCH shall fail timely to defend, contest or otherwise protect against any suit,
action or other proceeding arising from such claim, or in the event CITY decides
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to participate in the proceeding or defense, CITY shall have the right to defend,
contest, or otherwise protect itself against same and be reimbursed for expenses
and reasonable attomey's fees and, upon not less than ten (I0) days notice to
CHURCH, to make any reasonable compromise or settlement thereof. In
connection with any claim as aforesaid, the parties hereto shall cooperate fully
with each other and make available all pertinent information necessary or
advisable for the defense, compromise or settlement of such claim.
4. Term; Termination.
a. Term. This MOU shall have a Term of five (5) years beginning on
and ending , unless terminated
earlier in accordance with its terms.At the expiration of the initial five-year term,
this MOU may be renewed for additional terms of one (1) year each for as long
as the parties mutually agree to renew.
b. Termination at Will.This MOU may be terminated by either party giving no fewer
than ninety(90)days written notice to the other party; provided,that this provision
shall not be construed to relieve either party from its rights or obligations of this
MOU through the date of the actual termination.Said notice shall be delivered by
certified mail, return receipt requested, or in person with proof of delivery.
c. Termination for Cause. Either party shall have the right to terminate this MOU
for the other party's material non-compliance with the terms and conditions of this
MOU if such other party fails to cure such material non-compliance within ten
(10) days after receiving notice thereof from the noticing party, or within such
additional time as the noticing party may allow.
5. Default.
a. Events of Default by either party are the material failure or refusal of such party
to perform timely any obligation under this MOU.
b. Upon the occurrence of an Event of Default, the non-defaulting party shall
provide written notice to the defaulting party of such event, and such written
notice shall contain a provision for a ten (10) day cure period, commencing on
the date of the letter.
6. Notices. Any notices or communication required or permitted hereunder shall be in
writing and may be delivered in person or mailed by certified or registered mail,
postage prepaid, as follows:
To the CHURCH:
1115 SW Third Avenue
Okeechobee, FL 34974
With a copy to:
William R Floyd
9100 SR 78 W Lot 60
Okeechobee, FL 34974
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To the CITY:
City of Okeechobee
City Administrator
55 SE 3rd Avenue
Okeechobee, FL 34974
With a copy to:
John J. Fumero, Esq.
City Attorney
Nason Yeager Gerson Harris&Fumero, PA
750 Park of Commerce Blvd., Suite 210
Boca Raton, FL 33487
7. Miscellaneous.
a. This MOU represents the entire agreement of the Parties. Any alterations,
variations, changes, modifications, or waivers of provisions of this MOU shall
only be valid when they have been reduced to writing duly signed by each of the
parties hereto, and attached to the original of this MOU.
b. This MOU is binding upon the Parties, their successors, and their assigns.
c. Should any provision of this MOU be subject to judicial interpretation, it is
agreed that the court interpreting or considering such provision will not apply
the presumption or rule of construction that the terms of this MOU be more
strictly construed against the party which itself or through its counsel prepared
the same, as all parties hereto have participated in the preparation of the final
form of this MOU through review by their respective counsel,if any,and/or the
negotiation of specific language, and, therefore, the application of such
presumption or rule of construction would be inappropriate and contrary to the
intent of the Parties.
d. Each party agrees to execute and deliver any instruments and to perform any
acts that may be necessary or reasonably requested in order to give full effect to
this MOU. Each party can, and shall, use all reasonable efforts to provide such
information, execute such further instruments and documents and take such
action as may be reasonably requested by the other party and not inconsistent
with the provisions of this MOU and not involving the assumption of
obligations other than those provided for in this MOU to carry out the intent of
this MOU.
e. This MOU shall be governed in accordance with the laws of the State of
Florida.
I. This MOU is being entered into in Okeechobee County, Florida, which shall be
the venue of any action thereon.
J. All headings are for convenience only and are not to be used in any judicial
construction of this MOU.
k. Nothing herein shall be construed to extend the CITY'S liability beyond that
provided in section 768.28, Florida Statutes. Nothing in this MOU is a consent,or
will be construed as consent,by the CITY to be sued by th ird parties in any matter
arising out of this MOU.
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h. The indemnification provisions of this MOU shall survive the termination of this
MOU.
Sub-agreement and Assignment Prohibited. CHURCH shall not enter into any
sub-agreement or assignment of this MOU, or otherwise pledge, encumber, or
transfer any interest in this MOU,either voluntarily, involuntarily,or by operation
of law.
8. Public records.
a. CHURCH is a"CHURCH" as defined by Section 1 19.0701(1 Xa), Florida Statutes,
and must comply with the public records provisions of Chapter 119, Florida
Statutes,including the following:
1. Keep and maintain public records required by the CITY to perform the
service.
2. Upon request from the CITY's custodian of public records, provide the
CITY with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed
the cost provided in Chapter 119 or as otherwise provided by law.
3. Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as
authorized by law for the duration of this MOU Term and following
completion of the MOU if CHURCH does not transfer the records to the
CITY.
4. Upon completion of this MOU,transfer,at no cost,to the CITY all public
records in possession of CHURCH or keep and maintain public records
required by the CITY to perform the service. If CHURCH transfers all
public records to the CITY upon completion of this MOU, CHURCH
must destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. If CHURCH
keeps and maintains public records upon completion of this MOU,
CHURCH must meet all applicable requirements for retaining public
records. All records stored electronically must be provided to the CITY,
upon request from the CITY's custodian of public records, in a format
that is compatible with the information technology systems of the CITY.
b. "Public records" is defined in Section 119.011(12), Florida Statutes, as may,
from time to time, be amended.
c. If CHURCH asserts any exemptions to the requirements of Chapter 119 and
related law, CHURCH will have the burden of establishing such exemption,by
way of injunctive or other relief as provided by law.
d. CHURCH consents to the CITY's enforcement of CHURCH's Chapter 119
requirements, by all legal means, including, but not limited to, a mandatory
injunction, whereupon CHURCH must pay all court costs and reasonable
attorney's fees incurred by CITY.
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e. CHURCH's failure to provide public records within a reasonable time may be
subject to penalties under Section 119.10, Florida Statutes. Further, such failure
by CHURCH will be grounds for immediate unilateral cancellation of this MOU
by the CITY.
f. IF THE CHURCH HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CHURCH'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS MOU, CONTACT THE CUSTODIAN OF PUBLIC RECORDS,
LANE GAMIOTEA, CITY CLERK, 863-763-3372; EMAIL:
Igamiotea@cityofokeechobee.com; MAILING ADDRESS: City of
Okeechobee,55 SE 3rd Avenue, Room 100,Okeechobee, FL 34974.
IN WITNESS WHEREOF, the Parties hereto have signed and sealed this MOU effective the
date first written above.
[SIGNATURE PAGES FOLLOW]
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FREEDOM BAPTIST CHURCH OF
OKEECHOBEE, INC.,
BY: f.c/r
(Print name)
Its: 1 r//',?rook
(Title)
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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FOR THE CITY:
CITY OF OKEECHOBEE,a Florida
municipal corporation
By: Dowling R. Watford Jr. Mayor
Date Executed:
Attest:
By:
Lane Gamiotea, CMC
City Clerk
Approved as to Form and Legal Sufficiency:
By:
Nason Yeager Gerson Harris &Fumero, P.A.
City Attorney
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EXHIBIT A
PARKING ANNEX
LEGAL DESCRIPTION: SOUTH OKEECHOBEE (PLAT BOOK 1 PAGE 12 & PLAT
BOOK 5 PAGE 7) LOTS 11 & 12 BLOCK 8, MEASURING .33 ACRES MORE OR
LESS
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EXHIBIT B
PARKING PLAN
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EXHIBIT C
INSURANCE
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