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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