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HomeMy WebLinkAboutExhibitr `1 AGREEMENT This Agreement (the "Agreement") is made effective as of this day of , 2006, by and between the City of Miami, a Florida municipal corporation (the "City") and Camillus House, Inc., a Florida not -for -profit corporation ("Camillus House"). RECITALS WHEREAS, the City of Miami (the "City"), Camillus House, Inc. ("Camillus House") and the University of Miami ("UM") (collectively, the "Parties") entered into a Revised Letter of Intent ("Revised LOI"), dated June 8, 2006; and WHEREAS, the Revised LOI outlines the terms of an agreement among the Parties which allows the exchange of certain properties bounded generally by N.W. 20th Street, N.W. 15th Street, N.W. 7th Avenue, and 1-95; and WHEREAS, the exchange of those Properties was approved by the Board of Trustees of the Internal Improvement Trust Fund of the State of Florida ("TIITF") on September 19, 2006; and WHEREAS, the Revised LOI requires the City of Miami to bear the costs of demolition and clearance of buildings located on that property known as Parcel D, described in Exhibit "A" attached hereto and made a part hereof (the "Property"); and WHEREAS, the City of Miami and Camillus House desire to clarify the City's obligations regarding the demolition and clearance of buildings on the Property. NOW, THEREFORE, in consideration of the covenants, conditions and promises herein contained the receipt and sufficiency of which are expressly acknowledged, the City and Camillus House agree as follows: 1. Recitals. The foregoing recitations are true and correct and are incorporated herein by reference. 2. Demolition and Clearance. Camillus House shall be responsible to ensure that all debris is removed prior to the City's demolition and clearing of all the buildings on the Property. Camillus House shall bear all costs related to same. This is a condition precedent to the City's duties and must occur thirty (30) days prior to the City's demolition. The City shall bear all costs related to the demolition and clearing of all buildings located on the Property, provided that total cost shall not exceed the City's Limit for all costs as defined in Section 5 below. Camillus House shall pay any overage in this request due within forty-five (45) days from Camillus House's receipt of notice. Failure of Camillus House to timely pay such overage shall be deemed a breach or violation of this Agreement entitling the City to rescind this Agreement and requiring Camillus House to reimburse the City for its costs in preparation of the demolition, subject to the provisions of Paragraph 5 below. The City shall demolish, or cause to be demolished all buildings on the Property within forty-five (45) days from the date Camillus House acquires a sublease interest on the certain properties bounded generally by N.W. 20th Street, N.W. 15th Street, N.W. 7th Avenue, and 1-95, as more specifically described in Exhibit "B" (the "South FDOT Property"), provided that Camillus House has met all its obligations herein contained in this Agreement. 3. Surveys. Camillus House shall bear the cost of all surveys, including a tree survey related to the demolition of the buildings on the Property. 4. Asbestos Testing, Remediation and Removal. The City shall bear the cost of performing an asbestos survey in preparation of performing the demolition and clearing of all the buildings on the Property. If required, the City will pay for the costs of removing asbestos to the extent that the City's total costs do not exceed the City's Limit as defined in Section 5 below. 5. Costs. The City shall bear the costs of performing the demolition and clearing the buildings, asbestos testing, and removal of asbestos, if required, as detailed in Sections 2 & 4 herein, to the extent that the City's total costs do not exceed One Hundred Seventy Thousand Dollars $170,000.00 ("City's Limit"). The City shall not expend nor be liable for any cost, fee, liability, expense or compensation over the City's Limit as herein stated. All costs associated with the demolition and clearance of the buildings, asbestos testing, and if required asbestos removal exceeding the City's Limit will be borne by Camillus House. Failure of Camillus House to promptly pay such costs will allow the City Manager to give Camillus House notice of termination of this Agreement by giving thirty (30) day written notice under Section 6 herein. If Camillus House fails to pay the costs exceeding the City's limit within the thirty (30) day notice period, the City's duties and obligations will be automatically discharged upon the expiration of the thirtieth (30th) day. Camillus House will not controvert, contest or have any recourse from such termination. 6. Notices. Any notices required or permitted to be given under this 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: If to the City: Copy to: City Manager City of Miami 444 S.W. 2nd Avenue, 10`h Floor Miami, Florida 33130 City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 Director City of Miami Department of Public Facilities 444 SW 2 Avenue, Suite 325 Miami, FL 33130 If to Camillus House: Copy to: Dr. Paul Ahr Administrative Offices 336 N.W. 5th Street Miami, Florida 33128 Santiago D. Echemendia, Esq. Tew Cardenas LLP 1441 Brickell, 15th Floor Miami, Florida 33131 Notices shall be deemed effective on the earlier to occur of: (i) their receipt; (ii) the next successive business day after the date of the courier waybill, if sent by overnight courier; or (iii) five (5) business days after the date of the postmark, if sent by certified mail. The terms of this Section 6 shall survive the termination of this Agreement. 7. Construction. (a) This Agreement shall be construed in accordance and with the laws of the State of Florida. All of the parties to this Agreement have participated fully in the negotiation and preparation hereof; and, accordingly, this Agreement shall not be more strictly construed against any one of the parties hereto. (b) In construing this Agreement, the use of any gender shall include every other and all genders, and captions and section and paragraph headings shall be disregarded. (c) All of the exhibits attached to this Agreement are incorporated in, and made a part of, this Agreement. 8. Severabilitv. In the eventany term or provision of this Agreement is determined by appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. 9. Joint Preparation. This Agreement has been drafted with the participation of the City and Applicant and their counsel, and shall not be construed against any party on account of draftsmanship. The captions of each article, section and subsection contained in this Agreement are for ease of reference only and shall not affect the interpretational meaning of this Agreement. Whenever the term "included" is used in this Agreement, it shall mean that the included items, or terms are included without limitation as to any other items or terms which may fall within the listed category. 10. Litigation. In the event of any litigation between the parties under this Agreement for a breach hereof, each party shall bear its own costs in connection with the transactions described herein. 11. Time of Essence. Time shall be of the essence for each and every provision hereof. 12. Entire Agreement. This Agreement, together with the documents referenced herein, constitute the entire agreement and understanding among the parties with respect to the subject matter hereof, and there are no other agreements, representations or warranties other than as set forth herein. This Agreement 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 and subject to the requirements for the amendment of development agreements in the Act. This Agreement supersedes all agreements, understandings, and letters of agreement between the parties as to the subject matter of this Agreement, allied and related matters. 13. Counterparts. This Agreement may be executed (including by facsimile) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. 14. Force Maieure. Any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, inability to obtain labor or materials or reasonable substitutes therefore, riot, civil commotion, fire or other casualty and other causes beyond the reasonable control of the party obligated to perform, excluding the financial inability of such party to perform and excluding delays resulting from appeals or rehearing commenced by Camillus House, shall excuse the performance by such party for a period equal to any such period of prevention, delay or stoppage. In order to avail itself of this force majeure provision, the party invoking the same shall provide the other party with a written notice that shall consist of a recitation of all events that constitute force majeure as defined herein. Force majeure shall not (absent a written amendment to this Agreement between the parties for good cause) extend beyond a cumulative period of one (1) year. 15. Effectiveness. This Agreement shall become effective after the approval of the applications for special exception, rezoning, comprehensive plan amendment, and/or site plan approval for the Camillus House Site and the University Site and the expiration of any appeal periods. Executed by CITY OF MIAMI, a municipal corporation of the State of Florida on: By: Pedro G. Hernandez, City Manager ATTEST: Priscilla A. Thompson City Clerk APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: Jorge L. Fernandez LeeAnn R. Brehm STATE OF FLORIDA COUNTY OF MIAMI-DADE) The foregoing instrument was acknowledged before me this day of , by as City Manager for the City of Miami, a municipal corporation of the State of Florida. He is personally known to me or has produced as identification and who did (did not) take an oath. (NOTARY PUBLIC) SEAL (Printed, Typed or Stamped Name of Notary Public) Commission No.: My Commission Expires: Notary Public Signed, sealed and delivered CAMILLUS HOUSE, INC., a in the presence of: Florida not -for -profit corporation Attest: Corporate Secretary By: Dr. Paul Ahr Title: President Corporate Seal: STATE OF FLORIDA ) )SS: COUNTY OF MIAMI-DADE ) The foregoing instrument was acknowledged before me this day of 2006, by , as of Camillus House, Inc., a Florida not -for -profit corporation. He is personally known to me or has produced not) take an oath. as identification and he did (did Notary Public Typed or Printed Name of Notary My Commission expires: Serial No., if any: Consent of University of Miami The undersigned hereby consents to and approves all the terms and conditions of the foregoing Agreement as of this day of , 2006. Executed on: By: Sergio Rodriguez Title: Duly Authorized University Officer