Agreement and Release with MSMC Mount Sinai IN
AGREEMENT AND RELEASE
THIS AGREEMENT AND RELEASE ("Agreement") is made this27 day of November,
20125 by and between the City of Miami Beach ("COMB") and Mount Sinai Medical Center of
Florida, Inc. ("Mount Sinai").
RECITALS
WHEREAS, Mount Sinai and COMB entered into a Memorandum of Understanding dated
January 28, 2008 (the"MOU") designed to support affordable housing, and to attract and maintain a
quality workforce, for both the COMB and Mount Sinai;
WHEREAS, in the MOU, the COMB and Mount Sinai expressed their common desire to
make a commitment for workforce housing for healthcare service personnel by proposing a
workforce housing project to the Florida Housing Finance Corporation's ("FHWC") Community
Workforce Housing Innovation Program ("CWHIP");
WHEREAS, the MOU provided that upon award of the CWHIP grant, Mount Sinai would
commit to rehabilitate the second and third floors of Mount Sinai's Lowenstein Building
("Lowenstein Building") to create affordable workforce housing for healthcare service personnel;
WHEREAS, upon approval of the CWHIP grant, the COMB Health Facilities Authority
("Authority") approval, and the grant's funding award, the COMB was to contribute $250,000
toward the costs of rehabilitation of Lowenstein Building's second and third floors;
WHEREAS, the CWHIP grant has been awarded and funded, and Mount Sinai has
completed the rehabilitation of Lowenstein Building's second and third floors for workforce
housing for healthcare service personnel.
NOW, THEREFORE, in consideration of the foregoing Recitals and mutual promises and
releases contained herein, and for other good and valuable consideration, the sufficiency of which
are hereby acknowledged, and intending to be legally bound, the parties to this Agreement agree as
follows:
1. The obligations of Mount Sinai and the COMB contained in the MOU,
including the COMB's obligation to contribute $250,000 toward the costs of rehabilitation of the
Lowenstein Building's second and third floors,is hereby released,acquitted and forever discharged.
2. Each of the COMB and Mount Sinai hereby represents and warrants that it
has not assigned or otherwise transferred or purported to assign or transfer to any person or entity
any interest in any obligation, right, or claim that it is releasing herein. Each of the COMB and
Mount Sinai agrees to indemnify, defend and hold harmless each of the other from and against any
or all claims, demands or causes of actions of any nature by third parties based upon or arising out
of any such assignment or transfer or purported assignment or transfer of any obligation, right, or
claim by the other party hereto.
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3. This Agreement shall be construed in accordance with, and all disputes
arising thereunder shall be governed by, the laws of the State of Florida applicable to contracts made
and to be performed within Florida,without regard to choice or conflict of laws rules.
4. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the same instrument.
For purposes of executing this Agreement, a document signed and transmitted electronically is to be
treated as an original document, the signature of any person thereon is to be considered an original
signature, and the document transmitted is to be considered to have the same binding effect as an
original document bearing an original signature.
5. Mount Sinai and the COMB each represent and warrant that in executing
this Agreement it has been duly authorized and each of them respectively have the full rights, power
and authority to enter into this Agreement, and that this Agreement constitutes a legal, binding
agreement, enforceable against Mount Sinai and the COMB in accordance with its terms.
IN WITNESS WHEREOF, each party has executed this Agreement as of the date
set forth above.
MOUNT SINAI MEDICAL CENTE OF FLORIDA, INC.
By:
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CITY OF MIAMI BEACH ' �
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