HomeMy WebLinkAboutExhibitPOINCIANA/SAWYER'S WALK RELEASE
KNOW ALL MEN BY THESE PRESENTS that SAWYER'S WALK, LTD., a
Florida limited partnership ("Sawyer's Walk") and POINCIANA VILLAGE OF
MIAMI, LTD., a Florida limited partnership ("Poinciana") [INSERT NAMES OF
PARTNERS OF EACH] (Sawyer's Walk and Poinciana, and their respective
partners, are collectively referred to as the "first party") and CITY OF MIAMI, a
Florida municipal corporation (the "City"); SOUTHEAST OVERTOWN/PARK
WEST COMMUNITY REDEVELOPMENT AGENCY, an agency of the State of
Florida (the "CRA'), MIAMI-DADE COUNTY, a political subdivision of the State of
Florida (the "County"); ALL ABOARD FLORIDA NW SIXTH STREET LLC, a
Delaware limited liability company ("All Aboard") and OVERTOWN GATEWAY
PARTNERS, LLC, a Florida limited liability company ("Overtown Gateway") (the
City, the County, Overtown Gateway, All Aboard and the CRA are collectively
referred to as the "second party"), for and in consideration of Ten and 00/100 Dollars
($10.00), and other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledged, remises, releases, acquits, satisfies, and forever
discharges the said second party and their officers, directors, commissioners, agents
and employees, of and from all, and all manner of action and actions, cause and
causes of action, suits, debts, dues, sums of money, accounts, agreements, promises,
damages, judgments, executions, claims and demands whatsoever, in law or in
equity, which said first party ever had, now has, or which said first party hereafter
can, shall or may have, against said second party, for, upon or by reason of any
matter, cause or thing whatsoever, from the beginning of the world to the date of
these presents relating to or arising out of, directly or indirectly: (i) that in response
to a request for proposals (the "RFP") issued by the City with respect to that certain
real property located in Miami -Dade County, Florida more particularly described on
Exhibit "A" attached hereto and made a part hereof (the "Poinciana Village
Project"); (ii) the response to the RFP submitted by Indian River Investments of
Miami, Inc., a Florida corporation ("Indian River"), acting in the capacity of general
partner on behalf of Poinciana; (iii) the selection of Poinciana as a successful
proposer to the RFP by the City for the Poinciana Village Project; (iv) the approval
by the City Commission of Poinciana as the successful proposer with respect to the
RFP and Poinciana Village Project; (v) the Southeast Overtown/Park West Lease
and Development Agreement dated June 15, 1988, as amended by Amendment No.
1 dated February 17, 1989, as amended by Amendment No. 2, dated July 13, 1989,
as amended by Amendment No. 3, dated January 11, 1990, as amended by an
Amendment dated September 23, 1998; and as assigned from the City to the CRA
by that certain Assignment of Leases dated January 9, 1996 (collectively the
"Poinciana Lease"); (vii) RFP issued by the City with respect to that certain real
property located in Miami -Dade County, Florida, more particularly described on
Exhibit "B", attached hereto and made a part hereof (the "Sawyer's Walk Project");
(viii) the sole response to the RFP submitted by Sawyer's Walk with respect to the
Sawyer's Walk Project; (ix) the City of Miami Resolution No. 91-509 selecting
40
Sawyer's Walk as the developer of the Sawyer's Walk Project; (x) matters raised and
the matters that could have been raised in the action styled Southeast
Overtown/Park West Community Redevelopment Agency v. Poinciana Village of
Miami, Ltd., Case No. 02-06846 CA 9, pending in the Circuit Court of the 11t
Judicial Circuit in and for Miami -Dade County, Florida; (xii) matters raised and the
matters that could have been raised in the action styled The City of Miami vs.
Sawyer's Walk, Ltd., Case No. 00-28860 CA 9, pending in the llth Judicial Circuit
in and for Miami -Dade County, Florida; (xiii) any claims related to having any
development rights with respect to the property described on Exhibit A and Exhibit
B.
This Release shall not release the CRA from its obligations under the
Development Agreement dated January 2014 by and between Sawyer's Walk,
Poinciana and the CRA.
First party hereby represents and warrants that they are fully competent and
able to understand the terms of this Release, that first party is not relying upon any
statements or representations (whether express or implied) of the second party,
their employees and attorneys regarding this Release and that first party is
entering into this Release under their own free will believing that this Release to be
in their best interest,
The terms of this release are contractual and not a mere recital.
This Release shall be governed by and construed in accordance with the laws
of the State of Florida.
41
IN WITNESS WHEREOF, we have hereunto set out hand and seal this
day of , 20_.
WITNESSES:
SAWYER'S WALK LTD., a Florida limited
Print Name: partnership
Print Name:
Print Name:
Print Name:
Print Name:
Print Name:
Print Name:
Print Name:
By:
Name:
Title:
Partners of Sawyer's Walk, Ltd.
By:
Name:
By:
Name:
By:
Name:
POINCIANA VILLAGE OF MIAMI, LTD., a
Print Name: Florida limited partnership
Print Name: By:
Name:
42
Print Name:
Print Name:
Print Name:
Print Name:
Print Name:
Print Name:
Partners of Poinciana Village of Miami, Ltd.
By:
Name:
By:
Naive:
By:
Name:
43
Exhibit "A"
Legal Description Poinciana Village
Lots 1-12 and Lots 16-20 Block 46 NORTH, CITY OF MIAMI, according to the Plat thereof, as
recorded in Plat Book "B" at Page 41 of the Public Records of Miami -Dade County, Florida
AND
Lots 1, 2, 3, 4, 5, 6, 7, 8 and closed NW 2"a Court (lying North of NW 7th Street between Lots 2,
7 and 8, and Lots 3, 5 and 6), of GEORGE C. BOLLES RE -SUBDIVISION of Lots 13, 14 and
15, of Block 46 North, City of Miami, according to the Plat thereof, as recorded in Plat Book 1,
at Page 16, of the Public Records of Miami -Dade County, Florida.
44
Exhibit "B"
Legal Description Sawyer's Walk
All of Blocks 45, 55 and 56 NORTH, CITY OF MIAMI, according to the Plat thereof, as
recorded in Plat Book "B", at Page 41 of the Public Records of Miami -Dade County, Florida.
45
EXHIBIT
Indemnification Agreement
This Indemnification Agreement (this "Agreement"), datedthis day of
2013, is executed by Sawyer's Walk Ltd., a Florida limited partnership ("Sawyer's Walk"),
Poinciana Village of Miami, Ltd., a Florida limited partnership ("Poinciana", together with
Sawyer's Walk "Indemnitor"), in favor of CITY OF MIAMI, a Florida municipal corporation
(the "City"), MIAMI-DADE COUNTY, FLORIDA, a political subdivision of the State of
Florida (the "County") and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY
REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section
163.356, Florida Statutes (the "CRA;" and together with the City and the County, individually
and collectively, the "Indemnitee").
RECITALS
A. City previously issued a request for proposals (as may have been amended from
time to time, the "Poinciana RFP") with respect to that certain real property located in Miami -
Dade County, Florida more particularly described on Exhibit "A" attached hereto and made a
part hereof (the "Poinciana Village Project"),
B. A response to the Poinciana RFP was submitted by Indian River Investments of
Miami, Inc., a Florida corporation ("Indian River"), acting in the capacity of general partner on
behalf of Poinciana.
C. Pursuant to the Poinciana RFP, the City selected Poinciana as the successful
proposer for the Poinciana Village Project.
D. The City Commission subsequently . approved Poinciana as the successful
proposer with respect to both the Poinciana RFP and the Poinciana Village Project.
E. The Poinciana Village Project is subject to that certain Southeast Overtown/Park
West Lease and Development Agreement dated June 15, 1988, as amended by Amendment No.
1 dated February 17, 1989, as amended by Amendment No. 2, dated July 13, 1989, as amended
by Amendment No. 3, dated January 11, 1990, as amended by an Amendment dated September
23, 1998; and as assigned from the City to the CRA by that certain Assignment of Leases dated
January 9, 1996 (collectively the "Poinciana Lease").
F. The City issued an additional request for proposals (as same may have been
amended from time to time, the "Sawyer's Walk RFP") with respect to that certain real property
located in Miami -Dade County, Florida, more particularly described on Exhibit "B", attached
hereto and made a part hereof (the "Sawyer's Walk Project").
G. The sole response to the Sawyer's Walk RFP was submitted by Sawyer's Walk
with respect to the Sawyer's Walk Project.
47
H. Pursuant to City of Miami Resolution No. 91-509 (the "Resolution"), the City
selected Sawyer's Walk as the developer of the Sawyer's Walk Project subject to the satisfaction
of certain conditions as set in the Resolution,
I. Subsequently, the following litigation was commenced with respect to the
Poinciana Village Project: Southeast Overtown/Park West Community Redevelopment Agency
v. Poinciana Village of Miami, Ltd., Case No. 02-06846 CA 9, filed in the Circuit Court of the
11 th Judicial Circuit in and for Miami -Dade County, Florida (the "Poinciana Litigation");
J. Subsequently, the following litigation was commenced with respect to the
Sawyer's Walk Project: The City of Miami vs. Sawyer's Walk, Ltd., Case No. 00-28860 CA 9,
filed in the 1 lth Judicial Circuit in and for Miami -Dade County, Florida (the "Sawyer's Walk
Litigation").
K. . Sawyer's Walk, Poinciana, the CRA and the City entered into that certain
settlement agreement dated as of January 27, 2005 with respect to the Poinciana Litigation and
the Sawyer's Walk Litigation, as amended, (the "Settlement Agreement").
L, The transaction contemplated by the Settlement Agreement was never
consummated and the Sawyer's Walk Litigation and the Poinciana Litigation have been
consolidated and were dismissed for lack of prosecution on December 5, 2007.
M. The CRA issued a request for proposals (the "New RFP") with respect to that
certain real property located in Miami -Dade County, Florida more particularly described on
Exhibit "C" attached hereto (the "New Project").
N. As a eondition of awarding the New Project to Indemnitor pursuant to the New
RFP, Indemnitor has agreed to execute this Agreement in favor of each Indemnitee.
NOW THEREFORE, in consideration of other agreements and other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, Indemnitor,
intending to be legally bound, agrees as follows:
1. R.ecttals. The foregoing recitals are true and correct and are hereby incorporated
into, and constitute a part of, this Agreement.
2. Indemnity. Indemnitor hereby agrees to indemnify, defend and hold harmless
each Indemnitee from and against any claim, loss, demand, damage, liability, obligation, suit,
cause of action, cost or expense (including fees, costs and disbursements of attorneys and other
professionals and court costs at trial and on appeal (but excluding any attorney fees and costs
incurred by the Indemnitee prior to the date hereof) and regardless of whether an action or
lawsuit is actually instituted or filed) by Sawyer's Walk, Indian River hivestment Communities,
Inc., a Florida corporation ("Communities"), Indian River, and Poinciana, or any of diem, and
any of their successors and assigns, based upon, directly or indirectly, the Sawyer's Walk RFP,
the Poinciana Litigation, the Sawyer's Walk Litigation and/or the Settlement Agreement,
including, without limitation, claims raised or that could have been raised by Indian River,
Communities, Poinciana and Sawyer's Walk or any of them., in the Poinciana Litigation and/or
the Sawyer's Walk Litigation.
48
3. Release. Indemnitor hereby remises, releases, acquits, satisfies, and forever
discharges each Indemnitee, of and from all, and all manner of action and actions, cause and
causes of action, suits, debts, dues, sums of money, accounts, agreements, promises, damages,
judgments, executions, claims and demands whatsoever, in law or in equity, which Indemnitor
ever had, now has, or which Indemnitor hereafter can, shall or may have, against any Indemnitee,
for, upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world
to the date of these presents relating to or arising out of, directly or indirectly, to the Poinciana
Village Project, the Sawyer's Walk Project, the Poinciana Lease, the Sawyer's Walk RFP and
the Settlement Agreement.
4. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Florida without giving effect to the choice of law
provisions thereof.
5. Counterparts. This Agreement may be exeouted in two or more counterparts,
each of which shall be binding as of the date first written above, and all of which shall constitute
one and the same instrument. Each such copy shall be deemed an original, and it shall not be
necessary in making proof of this Agreement to produce or account for more than one such
counterp art.
49
IN WITNESS WHEREOF, the Buyer has executed this Indemnity and Release
Agreement dated the date written above.
SAWYER'S WALK LTD., a Florida limited
Print Name: partnership
Print Name:
By:
Name:
Title:
POINCIANA VILLAGE OF MIAMI, LTD., a
Print Name: Florida limited partnership
Print Name:
STATE OF FLORIDA
) SS
COUNTY OF MIAMI-DADE
By:
Name:
Title:
The foregoing instrument was acknowledged before me this — day of
201_ by , as , a , on behalf of
said . He/She is personally known to me or has produced
as identification.
NOTARY PUBLIC
State of Florida at Large
My Commission Expires:
50
STATE OF FLORIDA
) SS
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this _ day of
201_ by , as , a , on behalf of
said . He/She is personally known to me or has produced
as identification.
NOTARY PUBLIC
State of Florida at Large
My Commission Expires:
51