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2375 RRFREE, LLC - Art Easement Agreement -307 E 2nd StI ni5 m5irumem: i-reparea tsy: Stacey R. Springer, Esquire Stenstrom, McIntosh, Colbert, & Whigham, P.A. 300 International Parkway Suite 100 Lake Mary, Florida 32746 Return To: Lisa Holder, Communications Officer Communications Office City Hall 300 North Park Avenue Sanford, Florida 32771 Tax Parcel Identification Number: 25-19-30-5AG-0401-0040 CITY OF SANFORD/RRFREE, LLC ART EASEMENT AGREEMENT FOR REFURBISHMENT AND PRESERVATION OF EXISTING MURAL (307 E. 2NDSTREET THIS ART EASEMENT AGREEMENT ("Easement") is made and entered into this day of August, 2021, by and between RRFREE, LLC, a Florida limited liability company, whose address 202 S. Sanford Avenue, Sanford, FL 32771, acting through Paul Williams, an Authorized Member, hereinafter referred to as the "Grantor", and the City of Sanford, a municipality of the State of Florida, whose address is City Hall, 300 North Park Avenue, Sanford, Florida 32771, hereinafter referred to as the "City". WITNESETH: (1). The City has adopted a program for the placement of murals of public artwork on public and private locations (where the City has obtained a legal interest) throughout the City which murals shall constitute public speech. (2). The Grantor owns the property legally described as follows ("subject property") and is willing to make the subject property available to the City for the refurbishment and preservation of an existing mural and grant this Easement: Lot 4 and the East 2 feet of Lot 5, Block 4, Tier 1, E. R. Traffords Map of the Town of Sanford, according to the plat thereof recorded in Plat Book 1, page 58, Public Records of Seminole County, Florida. (3). The mural will be developed in a collaborative manner between the City and the Grantor in accordance with the City's Public Art Commission (PAC) Development Order issuing an approval for refurbishment and preservation of an existing mural located on the west fagade of the building on the subject property. The wall mural is approximately 16'11" long by 55" high. (4). The mural will be City property owned and controlled by the City, be public speech and constitute part of its public art collection and, moreover, shall be regulated as set forth herein and as set forth in the PAC Development Order which is filed in the records I Page of the City and which document is incorporated herein by this reference thereto NOW, THEREFORE, in consideration of the foregoing and the mutual promises and performances set forth herein above and below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows and the Grantor conveys, grants and warrants to the City, its successors and assigns, this Easement for the purpose of installing, maintaining, operating and exhibiting the mural on the subject property as approved by the City: Section 1. Plan Of Action. The City and the Grantor agree to collaborate on a plan of action whereby the existing mural will be refurbished and preserved for display on the subject property. Section 2. Term of Easement. This Easement shall be for a period of 1 year from the date of execution. Unless terminated as provided in Section 3, this grant of Easement shall automatically renew thereafter and shall remain in full force and effect unless and until terminated. Section 3. Termination. (a). At the expiration of the term of this Easement, the Grantor expressly agrees and warrants that upon expiration, the mural shall be removed at the Grantor's expense and the wall restored to its prior condition. Such removal shall occur within 60 days of its termination, unless this period is extended in writing by the City, and shall be removed within the same number of days from the expiration of an extension at the Grantor's expense. (b). Notwithstanding the foregoing, this Easement may be terminated by the City upon delivery of a letter of termination to the Grantor providing for a period of 90 days for the mural to be removed. Should the Grantor fail to substantially perform the Grantor's obligations under Section 4 and the City elects to exercise this right of termination, the Grantor shall pay the costs of removal to the City. (c). During the term of this Easement, or at any time thereafter, this Easement may be terminated by the Grantor with the City's consent in writing upon the Grantor's showing of any of the following: (1). That the subject property is to be sold and the buyer requires removal of this Easement as a condition of the purchase and sale; or (2). That the subject property is to be refinanced and the lender requires removal of this Easement as a condition of the refinancing; or (3). That the subject property is to be substantially remodeled or altered in a way that precludes continued maintenance of the mural; or 21 P ag e (4). That circumstances have materially changed and the continued existence of this Easement or maintenance of the mural substantially impedes Grantor's reasonable use and enjoyment of the subject property. (d) The City shall not unreasonably withhold consent to termination upon the Grantor's satisfactory demonstration of any of the foregoing conditions of termination. Section 4. Maintenance and Removal of Mural. The Grantor is, and shall be, responsible for the maintenance and, if necessary, repair, of the mural during the existence of this Easement. The City may, however, remove the mural from the subject property, if in the sole judgment of the City, the mural is being excessively damaged or not maintained or the City may, on its own accord, maintain the mural; provided, however, that such action shall not result in a continuing obligation of the City to continue maintenance. Section 5. Right of Entry. The City shall have the right to enter the subject property during normal business hours and at all other times that the City deems necessary or appropriate with advance approval of the Grantor, for any and all of the purposes described in this Easement. Section 6. Binding Effect. The Easement granted herein shall run with the land and be binding upon and inure to the benefit of the Grantor and the City and their representatives, successors or assigns, and any person or entity acquiring any right, title or interest in the subject property. Section 7. Contractual Relationships and Assignment. This Easement does not constitute either party as the agent or legal representative of the other for any purpose whatsoever. The parties are not granted any express or implied right or authority to assume or create any obligation or responsibility on behalf of the other or to bind the other in any manner whatsoever. The parties shall not assign this Easement without the prior written consent of the other. Section 8. Notices. Notice shall be made to the following address, unless otherwise provided for in writing: For the City: Ms. Lisa Holder, Communications Officer Communications Office City Hall 300 North Park Avenue Sanford, Florida 32771 For the Grantor: Mr. Paul Williams RRFREE, LLC 202 S. Sanford, Avenue Sanford, Florida 32771 Section 9. Amendments. The parties expressly reserve the right to modify this Easement, from time to time, by mutual agreement. No modification or amendment of the provisions of this Easement shall be effective unless in writing and signed by authorized .............. ........ 3 Page representatives of the parties. Section 10. Remedies. The parties acknowledge that breaches of this Easement will cause substantial harm to the public interest which harm is difficult or impossible to prove actual damages in an action hereunder and that the City shall have and maintain any other and all remedies available at law or in equity. The rights under this Easement are cumulative. The failure to exercise on any occasion any right shall not operate to forfeit the right on another occasion. The use of one remedy shall not be taken to exclude or waive the right to use another. Section 11. Invalidity of Particular Provisions. Should any term, provision, condition or other portion of this Easement or the application thereof be held to be inoperative, invalid or unenforceable, the remainder of this Easement or the application of the term or provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and shall continue in full force and effect. Section 12. No Waiver. No waiver of full performance by any party shall be construed, or operate, as a waiver of any subsequent default or breach of any of the terms, covenants or conditions of this Easement. SIGNATURE BLOCK FOLLOWS: 41 P ag e In Witness Whereof, the Grantor has hereunto set the Grantor's hand and seal, the day and year first ATTEST.- ul Witness # 1' Printed Name: V1 4��, jA, - (PLO Witness # 2 Printed Name: STATE OF FLORIDA COUNTY OF SEMINOLE ) RRFREE, LLC 13y;-PAW4,WILLIAMS, Authorized Member Pau illia ACKNOWLEDGMENT The foregoing instrument was acknowledged before me by means of 0 physical presence or El online notarization, this A6 day of August, 2021 by Paul Williams. He is personally known to me or has produced 91?j VC -A ' as identification. I L/ My commission expires: q, 11)) 100 4019 10 EVA 11-111 rVA a I 1 1.10 9 NOtarY Public Stale 't F*id* Jason Mi�e�f r, qW14 My Comm.3.0. Gr Expires 0411912024 1 51 Page