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HomeMy WebLinkAbout23 Pump Station Removal Agree, , ~. . -- ..... " @ " PUMP STA nON REMOVAL AGREEMENT THIS PUMP STATION REMOVAL AGREEMENT (the "Agreement") is made and entered into by the CITY OF MIAMI BEACH, FLORIDA, a Florida municipal corporation (the . "City") in favor of 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 4.2.3.2 of the Settlement Agreement, the City has agreed to remove the pump station currently located on the ssm North Parcel (the "Pump Station") and accordingly is delivering this . Agreement to West Side. NOW, THEREFORE, in consideration of the sum ofTen and No/I00 ($10.00) dollars and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City hereby agrees as follows: 1. The foregoing recitals are true and correct and are incorporated herein in their entirety by this reference. 2. The City hereby agrees to remove the Pump Station from the ssm North Parcel and restore the ssm North Parcel to the same condition existing prior to such removal within no more than one (1) year following the date of issuance of the 'Final Approvals" as defined and. provided in the Settlement Agreement, all at the City's sole cost and expense. In the event that the City fails to timely remove the Pump Station and restore the ssm North Parcel, West Side shall forthwith have the right to do so and upon demand by West Side, the City shall reimburse West Side for all out-of- MIA980 1/59568-3 ~#@ ., -, . '. pocket costs and expenses reasonably incurred by West Side in performing such work. 3. The City shall keep the ssm North Parcel (and all portions thereof) at all times free of mechanics' liens and any other liens for labor, services, supplies, equipment or materials purchased or procured, directly or indirectly, by or for the City. The City agrees that it will promptly . pay and satisfY all liens of contractors, subcontractors, mechanics, laborers, materialmen and others of like character incurred in connection with the City removing the Pump Station from the ssm North Parcel. 4. The City, to the extent permitted by law, hereby agrees to indemnifY, defend and hold West Side harmless, from and against any and all liabilities, damages, claims, costs, expenses and charges whatsoever (including all reasonable attorneys' fees and costs whether or not suit be brought and/or any appeals taken therefrom) arising from, growing out of or in connection with the City's removal of the Pump Station and any required restoration of that portion of SSDI North Parcel where the Pump Station is currently located, including, without limitation, any mechanic's liens resulting therefrom. Notwithstanding anything contained herein to the contrary, neither the City nor its successors or assigns shall be obligated or liable to West Side or any third parties for any costs, liabilities, expenses, losses, claims or damages, including, without limitation, reasonable attorneys' fees or disbursements at the trial level and all levels of appeal, in respect of third party claims relating to death of or injury to persons, or loss of, or damage to, property, and resulting from, arising out of or incurred in connection with the removal of the Pump Station, for amounts in excess of those limitations on the statutory waiver of sovereign immunity provided under Florida Statute ~ 768.28 (or any successor statute thereto), or in respect of claims resulting from the intentional or negligent acts of West Side, its officers, invitees, lessees, employees, agents, guests, licensees or contractors. 5. The provisions of this Agreement may be enforced by all appropriate actions at law and in equity by West Side with the prevailing party in any such action entitled to reimbursement of reasonable attorneys' fees and costs incurred at trial and all appellate levels. 6. Time is of the essence with respect to this Agreement. 7. This Agreement shall be construed in accordance with the laws of the State of Florida. In the event any tenn or provision of this Agreement is detennined by appropriate judicial authority MIA980I f59568-3 2 .' . - " .' to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed in full force and effect. The City may not assign this Agreement without the prior written consent of West Side. . 8. This Agreement shall be binding upon the City and inure to the parties hereto and their respective successors and assigns. This Agreement constitutes the' entire understanding and agreement between the parties with respect to the subject matter hereof and may not be amended, modified or terminated except by written agreement of the City and West Side. J- EXECUTED as of the ~ Y day of Signed, sealed and delivered in the presence of: 19:1$ c By: Name: Title: Mayor FLORIDA, a Name: VN N~~~ Attest:_fJlw.r f ~ Name: e.of6t.MT f'A/Z.~J4./)ort..- Title: City Clerk Signed, sealed and delivered in the presence of: WEST SIDE PARTNERS, LTD., a Florida limited partnership By: Nam . Title: a Florida APPROVED AS TO FORM & LANGUAGE & FOREXECUnON MIA9801/59568-3 3 ~!JI!!- Va~1 " .,' . "J .' STATE OF FLORIDA ) ) SS: COUNTY OF MIAMI-DADE) ) #, The foregoing Agreement was acknowledged before me this)6 day of; ~ . 19 J.J by A)f I ~uJ 0, IUI .s: 01, ~ . as Mayor 0 the City of Miami Beach, Florida, a municipal corporation, on behalf of said corpqration. HeLSIte' personally appeared before me, is personally known to me or prEl~eQ u- iOefitifieation. . ~!a~tf!t~~~ - Notary Public, State of Florida Mycommissionexpires: r 2!- Uo~ [NOTARIAL SEAL] OFFlOALNarARYSEAL ULUAN I\EAUCHAMP NarARY PUllUC Sf ATE OF FWRIDA COMME6lON NO. CC738372 COMMISSION EXP. APR. 29 2002 STATE OF FLORIDA ) ) SS: ) COUNTY OF DADE The oregoing instrument was a~wledged before me this.lZ!.- day Of;.~ . 1991 by ()v as jJm of West Side Partners, c., a Florida corporation, General Partner of West Side Partners, Ltd., a Florida limited partnership, on behalf of the corporation and partnership. a:wshe personally appeared before me, is personally known to ~or produced as i' - OFFIClAL N<YrARY SEAL STEVEN M HELFMAN N<Yr ARY I'U1lUC STATE OF FLORIDA COMMISSION NO. CC726651 MY COMMISSION EXP. APR. 14 No Print Name: Notary Public, S te of Florida My Commission Expires: Commission Number: [NOTARIAL SEAL] MlA9801l59568-3 4 .- 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 50C 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.