HomeMy WebLinkAboutAgreement for Rue Granvillet
AGREEMENT
Between
CITY Off' MIAMI BEACH, FLORIDA
and
BAY LIGHTS DEVELOPMENT, CO.
for
- -- -- ----- - 1t LTL GR.ANV'ILLE SEAWALL REpLACzMENT
Aug. , 2006 9:49AM
No. 2895 P. 3
Agreement 13etween
City Of Mian - d Beach, Florida And
Bay Lights 1) evelopment, Co.
TWS AGREEMENT (Agreez cnt) is entered into as of this � y f � day of _ ell day
2006 (the t6mmencement Date ") by and between the CITY OF MIAMI BEACH,
FLOIUDA (the "City "), a municipal corporation duly organizod and existing under the laws of
the State of Florida, and BAY LIGATS DEVELOPMENT, CO., a Florida corporation.
successors and assigns (Dgvejapor),
M.E A S!
WHkALAS, Developer is the Owner of that certain parcel of real proporty located in the
City of Miami Bea6h, Miami -nsde Couuty, Florida, legally described-on Exhibit ''All attached
hereto and made a part homof (the "Land and City N the Owner by dedication of that certain _
— - -- stree in t Cit of Miami F3Q - ahuttin9 named- 9U-- N- G1RANVTyXr.� ync' uding that
laQrtzon of the et7rcct between Bay Drive and Bisc Biscayne. Bay (the "Street -ead ") and the existing
seawall (the "Seawall ") and so much of the subinerged bay bottom in Bi sca yne B as has been
granted to the City by the State of Florida; and
WHEREAS, the Seawall is in a state Of disrepair and in need of replaoemoz�t; and
WHEREAS, Developer intends to construct a multi -unit residontial - condominium
apartment wilding (the "Condonilalune') oa the Land; and ,
W"BREAS, it is file desire Of Md in the best interest of the Developer, that the Se w
be rebuilt at the earliest possible data to coincide with the develop all
ment of the CQn ominium a and
to compliment the Cundominium; and
WHEREAS, while it is wl'f in the juTigdiction of the City to malmtA n and or replace the
S®awall, the City dooa not have immediately available funds that will permit the City to ropla4e
the Soawall prior to completion of cQnstraation of the Coadorninium; and
WHEREAS, the Developer hea rcquostod and ihe City has agreed tQ permit the
Developer to replaod the Seawall at Developer's sole cost and expense (the "Work ") subject to
the ap8roval by 12e City of all Plana an apecifluatione and all oontr for the seplaoemont and
cons"utioil or anew Seawall; and
WHEREAS, the Developer and the City (individually at "Party" and jointly th
"Partlesi') agree that after oonstruction of the Seawall in a manner aAd to the extant acceptable to
the City, the Developer shall have nQ special right or interest in or to the Seawall and the r
$hall, to the extent pern ted by the State of Florida, own and coxxtrol the Seawall; and jty
WHEREAS, tlld Parties intend to set forth herein their respective rights and obligatlotis
and the condition; imder which the City will permit the Developer t c 0 ftkruct the Seawall..
U. ,LUUfUC^ucr-'CfCL- - ' —ra\jG J- v I-- I- v---- - - - - --
A'ug. -18. , 20106 9:50AM
No. 2895 P. 4
Agreement Between
City Of Miami Beach, Florida And
Bay Lights Development, Co.
NC1fW TR 9REFORE, it is hereby mutually covenanted and agreed by and between the
parties hereto that this Agreement is made upon the terms, covenants, conditions and
considerations hereinafter get forth, the receipt and sufficiency Of, which are hereby
acknowledged.
1. Redfittions The foregoing recitations are true and correct and incorporated into this
agreement.
I Contras V or Red ace ent and Construction of Seawall Subject to the approval
and consent of the City and the terms and conditions set forth herein, the Developer shall enter
into a contract (the "Contract ") with Southern Marine Construction, Inel (the "Co ntractor ")
for the conatrdetion an dinstallation_of -&new Seawall -at the end ofR�ra - Ga3; ills in the 1tC' as
'shown, on the site plan attached hereto as Exhibit " A " at th sole cost and expense of the
Developer. A copy of the Contract, which is subject to the approval of the City, is attached
hereto as Exhibit "B" and made a part hereof. No work or improvements except as specifically
set forth in the Contract shall be permitted in conjunction with the Seawall or on land abutting
the Seawall without first obtaining the written consent of the City,
3. Third •Paxty Benefiebla Developer and City agree and acknowledge that City
is an intended third party beneficiary in the Contract. The Developer shall therefore
submit its agreement with Contractor to the City for its review and approval prior to the
Contractor commencing any work provided for under the Contract. Additionally, Developer
herein represents to City that its Agreement with Contractor shall incorporate the terms and
conditions of this Agreement and the Contract Documents, and Developer shall assume
sole and absolute responsibility for binding Contractor to same as if Contractor were a patty to this
Agreement.
4. Permits jand Licenses The Developer and or the Contractor shall have solo
responsibility for applying for and obtaining all regulatory approvals, permits or licenses
required from the City, the State of Florida and any other applicable governmental agency for the
construction of the Seawall (:collectively the "Permits ") at its sole cost and expense. The City
shall cooperate with all reasonable requests of Developer in respect theroof. No work shall be
eoinmenced or permitted in regard to the Seawall until all such required Permits have been
obtained by the Developer and reviewed and approved by the City, which approval shall only be
effective if given, in writing.
51 M„ management and Rssonsibility. Th.e Developer, its suooessors and assigns,
has been authorized to coordinate and manage the '(Work pursuant to this Agreement and is
the person, firm or corporation liable for the acceptable performance of the Work.
Developer shall be fully responsible for all acts and omissions of the Contractor and
subcontractors, and of persons directly or indirectly employed by any subcontractor.
Nothing in the Contract or under this Agreement shall create any contractual relationship
between the Contractor or ahy' subcontractor and City or any obligation on the part of City
to pay or to see to the payment of any monies due under the Contract or any other
A 18. - 2006 9: 50AM
No. 2895 P. 5
Agreement Between
City Of Miami Beach, Florida And
Bay Lighte Dovalopment, Co.
contracts for performance of the Work.
G. Commencement and Co, mpletiou off the Work Time is of the essence
throughout this Ae6ement. Zminediately upon the execution of this Agreement by the
Parties, the Developer shall instruct the Contractor to commence all work and efforts to obtain
all necessary plans and permits to commence and proceed with the Work and the Developer
and the Corittactor shall proceed diligently, using their beat efforts to complete the Work at
the earliest possible Date., Developer shall at its expense (a) commence the Work on or before
sixty (60) days after all permits and approvals necessary for the commencement of the Work arc
issued, revic*od and approved by the City '(the Construction Commencement Date), and (b)
thereafter continue to prosecute construction of the "Work with diligence and continuity to
completion, Proir to corrunemement of the Work, Developer shal submit to City a construction
and co m- for appr-ava1— Ff after — Develo as commenced construction,
per h
Developer fails to diligently prosecute construction of the Work (subject to unavoidable delays),
in accordance with such schedule, and such failure continues for thirty (30) consecutive days
after Developer's receipt of written notice of such failure from City, the City shall, in addition to
all of its other remedied under this Agreement, have the right to take such action as it
determines in its reasonable discretion necessary to complete the Work in a proper and timely
manner at Developer's cost and expense, The Developer shall also be responsible to assure
that the quality of the Work is in compliance with the permits and all applicable governmental
rules, codes and regulations and generally accepted design and construction criteria and
practicos.
Developer shall prior to issuance of the City permits to do the Work provide a
completion bond to the City in a form acceptable to the City Attorney yin an amount equal to
150% of the estimated' cost to do the Work. Such bond shall be callable by the City in the
event the Developer fails to diligently pursue or complete the work according to the schedule
provided above, and such additional periods to remedy defaults as provided for in this
Agreement.
7. PAYMent to Contractor: The Developer shall make all payments due the
Contractor and all other parties under and pursuant to the Contract as and when due in a
timely manner. Faslure of the Developer to make any such payments as and when duo shall,
at the option of the City, be a default under this Agreement whereupon the City shall have the
right, in the event of a bona fide emergency or after five (5) Business Days notice, to W
terminate the Contract and this Agreement whereupon the Contractor will terminate all further
work on or at the Seawall or (ii) take over the rights and obligations of the Developer under
the. Contract and/or (iii) pursue any other right or action permitted under law.
Notwithstanding any aotion taken, by the City, the Developer shall not be released from any of
its obligations contained horein and shall remain liable to the City and the Contractor under
this Agreement and the Contract and for all monies due under the Contract as well as for any
and all costs and expenses incurred by the City due to the Developer's default,
8. - ompllance With Rules and Regulations Developer and Contractor shall
comply with all applicable lanes, ordinances, rules, regulations and orders of any public body
having jurisdiction for the safety of persons or property or to protect them, from damage,
Aug. 18-- 2006 9, 5 1 AM
No. 2895 P. 6
Agreement Between
City Of Miami Beach, Flozlda And
Bay fights Devolopznont, Co.
injury or load; and shall erect and maintain all necessary safeguards for such safety and
protection. Contractor shall notify owners of adjacent property and utilities five (5) days prior
to commencement of the Work. Developer shall cause Contractor to keep the project site and
surrounding waters free from accumulation of waste materials or rubbish caused by the Work
at all times. At the completion of the Work, Contractor shall remove all its waste materials
and rubbish from and about the Work site and aw�rounding waters as well as its tools,
construction, equipment, machinery and surplus materials. If Contractor fails to clean up at the
completion of the Work, the City may do so, and the cost thereof shall be charged to
Developer,
9. Release of the DeyeI_on The Developer shall advise the City in w riting at s uch
consistent a st the — V�oxk is completed in accordance with� term�f - the Con r anmanner
t with the Permits. The City may inspect the Work while in progress on a regular
basis in the same manner and to the sara,c extent as the City would do with any similar project
for which the City contracted for (the "periodic Inspections ") and the City may keep records
of such inspections and its findings, The City shall notify the Developer of the results of each
Periodic Inspection and if the Developer does not cause the Contractor to correct any
construction defficencies in a timely manner, then and in that event, the City shall have the right
to take such action as set forth in Section 6 above, At such time as the Contractor has completed,
the Work accordance with the Contract and the Permits, the Developer shall so notify the City
and the City shall conduct a final inspection (the "Final Inspection "). If the Work is acceptable
to the City upon the Final• Inspection, the City shall give the Developer a final approval in
writing (the "Final Approval") and •thereupon the Developer shall be released of its obligations
hereunder except as to Section I I below. If the Work is not acceptable to the City, the City shall
advise the Developer of the reasons therefore and the Developer shall cause the- Contractor to
take all such action as is necessary to obtain Final Approval from the City This prooess shall
continuo until the City gives Final Approval to the Work. During the Final Approval process,
the Developer, the Contractor and the City will work together in a professional and timely
manner to accomplish the Final .Approval at the earliest possible date,
10. Contractor's Final Affidavit Upon Final Approval to the Work, the Developer
shall provide the City with a Contractor's Final Affidavit in form and substance reasonably
satisfactory to the City executed by the Contractor (i) ovidencing that all contractors,
subcontractors, suppliers and materialmon retained by or on behalf of Developer in connection
with the Construction of the Work have been paid in full for all work performed or materials
supplied in connection with the construction of the Work and (ii) otherwise complying with all
of the requirements under the Florida Construction Lien Law, Chapter 713, Florida Statutes, as
amended.
11„ Indemnification Developer agrees that it will indemnify, hold and save the City
their officers, agents contractors and employees whole and harmless and at City's option defend
same, from and against all claims, demands, actions, damages, loss, cost, liabilities, expenses and
A - 2 010 6 9:51AM
No. 2895 P. 7
Agreement Between
Cite Of Miami Boach, Florida And
Bay Lights Development, Co,
judgements of any nature recovered from or asserted against City on account of injury or damage
to persons or property to the extent that any such damage or injury may be incident to, arising
out of, or be caused by Developer, Contractor or subcontractor as a consequence of the Work.
12• Assiznrnelit This Agreement shall not be assigned in whole or in part without
the written consent of the City, and Developer shall not tMxz±1 te, modify amcnd terms and condtions of the Contract without the prior written. consent of the City. or in any way vary the
13, bt=tetdtJ0A. The parties hereto acknowledge and agree that the language used
in this Agreement expresses tl eir mutual intent, at,d, no rule of strict construction shall apply to either
Party. hereto. The headings co ntai ned in this A cement_ are+- four- aferenee- '
- - ------ steall — nitf eon in any way themeat�ing or interpretation of this Agreement. All pe son
pronouns used in this Agreement shall. include the other gender, and the singular shall include
the plural, and vice versa, unless the context otherwise requires. Terms such as , herein , i "hereof,"
"hereunder," and ° hereinafter' refer to this Agreeme as a whole and not to the particular sentence,
paragraph or section whiare they appear, unless the context requires otherwise,
14• S et Performeace. No failure by the City or Developer to insist upon strict
Performance of any covenant, agreement, term, or condition of this Agrccm.ent or to exercise any
right or remedy available to such party by reason of the other Party default, shall constitute a
waiver of any such default or of such covenant, agreement, term or condition or of any other
eo�venant, agreement, terra or condition. No covenant, agreement, term or condition of this
Agreernent'to be performed or complied with by either Party, and no default by either Party,
shall be waived, altered or modified except by a written instrument executed by the other Party.
No waiver of any default shall affect or alter this Agreement, but each and every covenant,
agreement, tern and condition of this Agreement shall continue in full force and effect with
respect to any other then existing or subsequent Default, Developer's compliance with any
request or demand made by the City shall not be deemed a waiver of Developer's right to contest
the validity of such request or demand. This provision shall survive termination of this
Agreement.
15 . AWicabXo Lay and venue This. Agreement shall be enforceable in Miami -Dade
County, Florida, and if legal action is necessary by either partywith respect to the enforcement of any or
all of the terms or conditions herein, exclusive venue for the enforcement of same shall be in
Miami -Dade County, Florida. BY ENTERING INTO THIS AGREEMENT, DEVELOPER
AND CITY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A
TRIAL BY 7URY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING
OUT OF THIS AGREEMENT OR THE W ORK. DLVELOPER SHALL
SPECIFICALLY BIND THE CONTRACTOR AND ANY AND ALL OTHER
SUBCONTRACTORS TO THIS PROVISION OF THE AGREEMENT,
Aug..18., 2006 9:52AM
No, 2895 P. 8
Agreement Between
City Of Miami Boach, Florida And
Bay Lights Dovelopment, Co.
16, A for a s' Fe es, In the event of litigation concerning or arising out of this
Agreement, the prevailing party shall .be entitled to receivo its costs -and reasonable attorneys
fees, through and including all appeals, from the non - prevailing party.
17. Conditfious of Hxfstlne Seawall The City has made no representations heroin or to
the Doveloper or Contractor as to the condition afthe existing Seawall,
18. Notice of . De Its. Notwithstanding anything to the contrary set forth in this
Agreement, under no oircurnstances shall any party to this Agreement take any action, to enforce
any right provided in this Agreement upon a default or otherwise without giving the defaulting
party fire (5) business days written notice (or such longer period if so provided in this
A, greement)- and- r- easonable- oppeztttn!ty- to- cur"wo— h�o£au1t —bu no onger than thirty d ays
unless agreed to in writing by the parties,
IN WITNESS WHEREOF, the parties intending to be legally bound, have excouted this
Agreement as of the day and year first above written.
CITY OF
a niunicins
A TEST:
ul'k��
Robert Parcher, City Clerk.
By:
Approved as to form &
inn ' e & for execution
�6
City A to ney tated
BAY
By: Tr
Print Name:
►CH , FLORIDA
of the State of Florida
, Mayor
[SEAL]
CO.
Aug„ 18.• 2006 9:52AM No, 2895 P. 9
[CORPORATE * SEAL]
STAVE OF FLORMA,
COUNTY OF MIAMI -DADS
)
)8A:
Agreement Between
City Of Miami Beach, Florida And
Bay Lights Development, Co,
ThO forWing itxstram. no
was ackwledged before tied Iwad day of
2006,n� d _
ooi'porbtton, aae F erso��lcnown to I n e or produc6d a valid Flo eh d'of t ' tic
as idcntificatioti, IS eneos
-- y- eollu�:��sxon- �xt�ires - ; — ---------------------------------- .. - - -- _._..---- - - - - --
Notary Public, Statc'of Florida
At Largo
Print Nalha: 17
���p� Lourdes Perez
pAY PUBS
? " = Commission #DD 151449
i
`J,o4 Expires: Sep 18, 2006
Bonded Thru
Atlantic Bonding Co., Inc.
F: \atto\HE LCr\Agreatnents \SLAWALL AGREEMENT WITH CM,B.gmh rev 2.doo
. AGREEMENT BETWEEN
CITY OF MIAMI BEACH, FLORIDA
and
BAY LIGHTS DEVELOPMENT, CO.
for
RUE GRANVILLE SEAWALL REPLACEMENT
EXHIBITS A & B
TO BE SUBMITTED WITH A SIGNED AGREEMENT
EXHIBIT "A"
Legal Description
Lots 21 & 22, Block 39 of: `MIAMI VIEW SECTION OF THE ISLE OF NORMANDY
PART 1" according.to the Plat thereof as Recorded in Plat Book 34, at Page 80 of the
Public Records of-Miami-Dade County, Florida
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