Reimbursement and Indemnity Agreement with BHI Limited Miami Corporation 2O2-1-311'2,3
REIMBURSEMENT ENT AND INDEMNITY AGREEMENT paG 21.Cal MAR 1 5 2022
THIS REIMBURSEMENT AND INDEMNITY AGREEMENT (this "Agreement"), is
dated as of December 2020 (the"Effective Date"),and is by and between the City of Miami
Beach, a Florida municipal corporation (the "City") and BHI Limited Miami Corporation ("the
"Developer") (City and Developer,each a"Party"and collectively,the"Parties").
WHEREAS, this Agreement is entered into in connection with the proposed vacation of
the southern half of 21 Street between the eastern edge of Collins Avenue and the eastern edge of
Miami Beach Drive;
WHEREAS, the area to be vacated consists of a 25 foot right-of-way (ROW) containing
approximately 6,736.28 square feet in total lot area;and
WHEREAS,the City will need to conduct substantial due diligence in connection with its
evaluation of the proposed right of way vacation;
NOW,THEREFORE,in consideration of the foregoing recitals and the covenants and the
agreements set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged,the Parties agree as follows:
1. Recitals. The recitals set forth above are true and correct and are incorporated
herein by this reference.
2. Reimbursement. In consideration of the City's willingness to enter into
negotiations with the Developer in connection with the right of way vacation,the Developer hereby
agrees to reimburse or make payment to the City within ten(10)days after receipt by the Developer
of invoices from the City for all out of pocket costs and expenses incurred by the City in connection
with the due diligence and negotiation of the terms of any right of way vacation agreement,
including, without limitation, costs and expenses incurred in connection with the proposed
transaction, including valuations and/or appraisals of the right of way to be vacated; fees of any
professional negotiators, advisors or consultants engaged by the City; outside counsel and
paralegal fees; surveys; title searches; and other costs that may be incurred with respect to the
proposed transaction, up to the not to exceed amount of$20,000. The reimbursement under the
terms of this agreement shall be over and above any application filing or advertising fees charged
under the terms of the City Code. Any City Resolution approving the right of way vacation will
not become effective until any and all reimbursement charges have been paid in full.
3. Indemnity. Developer,jointly and severally,agrees to defend, indemnify and hold
harmless the City from and against any and all damage,liability,lien, loss,cost or expense arising
or accruing from or resulting by reason of any and all claims of any individual, partnership,
corporation, limited liability company, trust or other enterprise relating to the right of way
vacation, including, without limitation, the making of any third-party claim or challenge or the
institution of any action, suit or other proceeding against the City with respect to any Resolution
or other formal action approving the right of way vacation.The indemnity set forth in this Section
3 includes all costs and expenses, including reasonable attorneys' and paralegals' fees(including
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reasonable fees and costs of the City's internal legal staff), at trial, appellate and post-judgment
proceedings,whether by judgment,settlement or otherwise.
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4. Miscellaneous.
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(a) Entire Agreement. This Agreement sets forth the entire agreement and
understanding between the Parties with respect to the subject matter hereof and merges and
supersedes all prior discussions, agreements and understandings of every kind and nature among
them as to the subject matter hereof.
(b) Amendments and Waivers. This Agreement shall not be amended except
by a writing signed by each Party. A waiver of any breach or violation of any term, provision or
agreement contained herein shall not be deemed a continuing waiver or a waiver of any future,
past,same or other breach or violation.
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(c) Governing Law. This Agreement shall be governed and construed in all
respects by the laws of the State of Florida,without regard to its conflicts of law principles.
(d) Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the Parties and their respective successors and permitted assigns. This
Agreement may not be assigned by any Party without the prior written consent of the other Party.
No Party shall be released of its obligations hereunder without the prior written consent of the
other Party.
(e) No Third Party Beneficiaries. The agreements contained herein are solely
for the benefit of the Parties and do not confer upon any other individual or entity any rights or
remedies of any nature whatsoever,as a third party beneficiary or otherwise.
(0 Counterparts. This Agreement may be executed in several counterparts,by
original, .pdf or facsimile signature, each of which so executed shall be deemed to be an original,
and such counterparts together shall be deemed to be one and the same instrument.
(g) Further Assurances. The Parties shall sign such further documents and do
and perform, and cause to be done and performed, such further and other acts and things as may
be necessary or desirable in order to give full effect to this Agreement.
(h) Severability. If any provision of this Agreement shall for any reason be
finally held illegal, invalid or unenforceable by a court of competent jurisdiction, then such
provision shall be modified by such court or the Parties, as the case may be, so as to cause such
provision to be legal, valid and enforceable to the maximum extent permitted by law (and to the
extent modified,it shall be modified so as to reflect,to the extent possible,the intent of the Parties)
and shall in no way affect or impair the legality, validity or enforceability of the remaining
provisions of this Agreement,which shall remain in full force and effect.
(i) Litigation. In any action, suit or other proceeding brought to enforce this
Agreement, in addition to any other relief granted, the Parties agree that prevailing Party shall be
entitled to recover its reasonable costs of enforcement,including but without limitation, costs and
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attorney fees (including, with respect to the City, reasonable fees and costs of the City's internal
legal staff).
• (j) Independent Parties. Nothing in this Agreement shall be deemed to create
a partnership or joint venture between the Parties.
IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed to
be effective as of the date first above set forth.
CITY OF MIAMI BEACH
By: •
Al ,e\/3.1 N�•d�cj
City Manager
Approved for form and legal sufficiency
By:
` City Attorney
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• 7:.?1 3/11/2.r._q_t
I,UCoRp BRA r Name: •
L.d itle:
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BHI LIMITED MIAMI CORPORATION
By: -�
•f ne'Landing
rector