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HomeMy WebLinkAbout22 Staging Area Lic. Agreement , .... .."~ ~ {9 . This Instnunent prepared by (or under the supervision of) and after recordation should be returned to: Matthew B. Gorson, Esq. Greenberg Traurig, PA 1221 Brickell Avenue Nfianri,Florida33131 (Space Reserved for .Clerk of Court) STAGING AREA LICENSE AGREEMENT THIS STAGING ARE~ICENSE AGREEMENT (the "License Agreement") is made and entered into as ofthe~day Of~, 19jjby the CITY OF MIAMI BEACH, FLORIDA, a Florida municipal corporation (the "City") and WEST SIDE PARTNERS, LTD., a Florida limited partnership ("West Side"). WHEREAS: A. The City, West Side and the Miami Beach Redevelopment Agency, a Florida public agency, are the parties to that certain Settlement Agreement dated April 15, 1998 (as amended from time to time, the "Settlement Agreement"); B. Pursuant to the Settlement Agreement, the City has conveyed title to West Side of that certain real property more particularly described in Exhibit "A" attached hereto and by this reference made a part hereof(the "SSDI North Parcel"); C. In connection with the conveyance of the ssm North Parcel and pursuant to Paragraph 4.2.3.1 of the Settlement Agreement, in order to offset West Side's loss ofa 150 foot easement area as a staging area pursuant to the Settlement Agreement, the City has agreed to grant to West Side a license for the purposes herein expressed and, accordingly, the City and West Side desire to enter into this License Agreement as set forth below. NOW, THEREFORE, in consideration of the sum ofTen and No/I 00 ($10.00) dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and West Side hereby agree as follows: M1A980 1 159566-2 .. '-" 1. Recitals' Definitions. The foregoing recitals are true and correct and are incorporated herein in their entirety by this reference. All initial capitalized terms not defined but used herein shall have the same meaning as set forth in the Settlement Agreement. . 2. Construction Commencement Notice. The City acknowledges and agrees that West Side presently intends to develop the ssm North Parcel in two (2) stages. At least forty-five (45) days prior to the date West Side anticipates commencement of construction of a stage on the SSDI North Parcel, West Side shall deliver written notice thereof (a "Construction Commencement Notice") specifYing the portion of the SSDI North Parcel to be constructed upon (a "Construction Parcel"). 3. License. The City hereby grants to West Side a license to close off the contiguous sidewalk and the western lane of Alton Road contiguous to the Construction Parcel described in the applicable Construction Commencement Notice, for the purposes of using same as a staging area (the "Staging Area") for the construction on the Construction Parcel, subject, however, to the terms and conditions of this License Agreement. The Staging Area shall be used for, among other things, the storing, loading and discharging of construction materials, the parking of vehicles and construction equipment, and other uses ancillary to the construction on the Construction Parcel. The license granted herein shall be made without cost or expense to West Side except as specifically provided in paragraph 4 below. 4. Staiinil Area Restoration' Reimbursement. In connection with the closing of the western lane of Alton Road by West Side, West Side shall also remove the median strip in the middle of Alton Road and pave same in order to create a new lane to replace the western lane being used for the Staging Area, provided, however, that the expense thereof, as well as the expense of restoring the landscaped median strip and related paving after completion of construction on the applicable Construction Parcel (currently estimat~ to cost $150,000) shall be borne one-third by the City, one- third by West Side and one-third by the Marina Lessee. The foregoing described restoration shall be performed by West Side, in compliance with all applicable laws, rules and regulations, as well as with the South Pointe Streetscape. The City and the Marina Lessee (by its joinder hereto) hereby agrees to reimburse West Side for their applicable share of the cost of such restoration within thirty ~9g01/59566-2 2 . " (30) days following receipt from West Side of demand therefor. West Side understands and agrees that prior to the issuance of a certificate of occupancy for the improvements constructed on the - Construction Parcel such restoration must be completed or, alternatively, all reasonably estimated sums for completion thereof escrowed for payment. . 5. Indemnification. West Side hereby agrees to indemnify, defend and hold the City harmless from and against any costs, liabilities, expenses, losses, claims or damages including, without limitation, reasonable attorneys' fees and costs at trial and all appellate levels, resulting from third-party claims relating to injury or death to persons, or loss of or damage to property resulting from, arising out of or in connection with use of the Staging Area by West Side its successors, contractors, subcontractors, agents, employees, customers, invitees or any other persons using the Staging Area during the time that West Side used the Staging Area. Prior to taking possession of the Staging Area, West Side shall provide to the City a copy of its liability and builder's risk insurance, along with the appropriate endorsement showing the City as an additional insured, which policy must be continuously maintained by West Side (or its successors and assigns) or replaced with another acceptable policy prior to the expiration of the original policy, and said policy shall provide coverage in connection with West Side and its invitees, agents, employees, licensees and lessee's use of the Staging Area, for such coverage amounts as are acceptable to the City, in the City's reasonable discretion. 6. Enforcement. The provisions of this License Agreement may be enforced by all appropriate actions at law and in equity except for rescission, revocation or termination of this License Agreement, and the prevailing party in any such action entitled to reimbursement of reasonable attorneys' fees and costs incurred at trial and all appellate levels. In the event that the City or the Marina Lessee fail to timely reimburse West Side for its share of the restoration of the Staging Area as provided in paragraph 4 above, such amounts unpaid and owing shall bear interest at the maximum rate permitted by law from the date same was due until repaid. 7. Notices. Any notices required or pennitted to be given under this License Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by recognized overnight courier (such as Federal Express) or mailed by certified or registered mail, return receipt requested, in a postage prepaid envelope, and addressed as follows: M1A9801/59566-2 3 , . ~ .' ," '.: 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: City Manager 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: City Attorney . and Steel Hector & Davis LLP 4000 First Union Financial Center Miami, Florida 33131 Attn: Thomas V. Eagan, P.A. If to West Side: 404 Washington Avenue Miami Beach, FL 33139 Attn: Margaret Nee With copies to: Greenberg Traurig, P.A. 1221 Brickell Avenue Miami, Florida 33131 Attn: Matthew B. Gorson, Esq. Notices personally delivered or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given three (3) days after deposit in the U.S. Mails. A party may change its address by sending a notice of such change in accordance with the provisions of this paragraph. 8. Miscellaneous. This License Agreement shall be construed in accordance with the laws of the State of Florida. All of the parties to this License Agreement have participated fully in the negotiation and preparation hereof and, accordingly, this License Agreement shall not be more strictly construed against any of the parties hereto. In the event any tenn or provision of this License Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority detennines, and the remainder of this License Agreement shall be construed in full force and effect. The captions of the various paragraphs of this Agreement are inserted for the purpose of convenient reference only and shall not affect the construction or interpretation to be given any of the provisions hereof or be deemed in any manner to define, limit, modity or prescribe the scope or intent of this Agreement or any provision hereof. If to the City at: With copies to: MIA9801l59566-2 4 9. Successors and AssilPls, This License Agreement shall be binding upon and inure to the parties hereto and their respective successors and assigns. 10. Entire Aireement: Modification. This License Agreement constitutes the entire understanding and agreement between the parties with respect to the subject ~atter hereof and may not be changed, altered or modified except by an instrument in writing signed by the party against whom enforcement of such change would be sought. EXECUTED as of the date first written above. Signed, sealed and delivered in the presence of: N~~~ MlA9801/59566-2 CITY OF MIAMI BEACH, FLORIDA, a municipal co n By: Name: Title: ~~f~ Attest: Name: Title: City Clerk WEST SIDE PARTNERS, LTD., a Florida limited partnership By: West Sid~ners, Inc., a Florida corporati~~ By: t ~i:~ l;~ [CORPORATE SEAL] APPROVED I>S TO FORM & LANGUAGE & FOR EXECUTION 5 ~ ~1::!9tA . ~ltomey . . STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) . The foregoing License Agreement was acknowledged before me this U"" day of H ~ . 191f by iI. tt.i~ 0. Ius-do"'; . . as Mayor of the CITY OF MIAMI BEACH, FLORIDA, a mUnICIpal corporation, on behalf of said corporation. HeI!itllI personally appeared before me, is personally known to me or produced as identification. OFFICIAL NorARY SEAL LILLIAN BEAUCHAMP NOTARY PUBUC STATE Of FLORIDA COMMISSION NO. CC738372 MY COMMISSION EXP. APR. 29,2002 ~~~h~ 2 nht Name: U 111t'l ~ tI. NJ Notary Public, State of Florida . Mycommissionexpires: f(- 2Ii - U>CiL___ [NOTARIAL SEAL] STATE OF FLORIDA ) ) SS: ) COUNTY OF MIAMI-DADE) ~ The foregoing License greement was acknowledged before me this it 11 day of If 191fby ~ as tJrtlJi W of West Side Partners, Inc., a Florida corporation, the general partner of wEST SIDE PARTNERS, L TO., a Florida limited partnership, on behalf of said cO!]loration and partnership. @IShe personally appeared before me, is ersonall e or roduced as identification. [NOTARIAL SEAL] P N Notary Pub' , State of Florida Mycommissionexpires: OFFI NOTARY SEAL srEVEN M HELFMAN NOTARY PUBUC srATE OF FLORIOA COMMlSSlON NO. CC726651 MY COMMISSION EXP. APR. 14 MlA9801159566.2 6 . , JOINDER The undersigned, MIAMI BEACH MARINA ASSOCIATES, LTD., a Florida limited partnership, hereby joins in the foregoing instrument for purposes of confirming its agreement to the provisions thereof. MIAMI BEACH MARINA ASSOCIATES, LTD., a Florida limited partnership By: SoBe Marine, Inc., a Florida corporation, General Partner B' Name: Robert W. Title: President STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me thi~f April, 1999, by Robert W. Christoph, as President of SoBe Marine, Inc., a Florida corporation, which is a general partner of Miami Beach Marina Associates, Ltd., a Florida limited partnership, on behalf of the corporation and ,te hrshiP~ He personally appeared before me, is personal known to me or produced _ ~ - L-/(l as identification. ;;; [NOTARIAL SEAL] otary: PrintN Notary Public, State of Florida My Commission Expires: OFFICIAL NOTARY SEAL DIANNE CAPESTANY NOTARYPUBUC !ITATE OF FLORIDA COMMISSION NO. caom7 MY COMMISSION EXP. AUG. 12,2001 . ., EXHIBIT "A" SSDI NORTH PARCEL Lots 30 through 42, inclusive, in Block 111, of OCEAN BEACH FLORIDA ADDITION NO.3, according to the Plat thereof, as recorded in Plat Book 2, at Page 81, of the Public Records of Dade County, Florida, together with the accretions thereto. ALSO: Lots 43, 44, 45, 46, 47, 48A, 49B and SOC of DADE COUNTY PROPERTY, according to the Plat thereof, as recorded in Plat Book 14, at Page 70, of the Public Records of Dade County, Florida, together with the accretions thereto.