HomeMy WebLinkAbout23395AGREEMENT INFORMATION
AGREEMENT NUMBER
23395
NAME/TYPE OF AGREEMENT
700 MIAMI PARTNERS LLC
DESCRIPTION
HOLD HARMLESS & INDEMNIFICATION AGREEMENT/THE
ELYSEE CONDOMINIUM
EFFECTIVE DATE
June 4, 2021
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
6/30/2021
DATE RECEIVED FROM ISSUING
DEPT.
7/1/2021
NOTE
CITY OF MIAMI
DOCUMENT ROUTING FORM
ORIGINATING DEPARTMENT: Building Department
DEPT. CONTACT PERSON: Anna Medina EXT. 1101
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: NIA
IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO
TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? ❑ YES CI NO
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
❑ GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT,
❑ PURCHASE OR SALE AGREEMENT
OTHER: (PLEASE SPECIFY) Revision No. 1 to Hold Harmless Agreement.
PURPOSE OF ITEM (BRIEF SUMMARY): Approval of Revision No 1 to Hold Harmless Agreement
with 700 Miami Partners, LLC, owner/developer of Elysee Condominium.
COMMISSION APPROVAL DATE: N/A FILE ID: ENACTMENT. NO.:
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: does not require
Commission approval.
`; 'ROUTING ,INFORMATION'
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Date
PLEASE
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APPROVAL BY. DEPARTMENTAL DIRECTOR
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SUBMITTED TO RISK MANAGEMENT
6/24/21
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SIGNATURE:
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SUBMITTED TO CITY ATTORNEY
`PRINT: VICTORI',,ME DEZ
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SIGNATURE:
APPROVAL BY ASSISTANT CITY MANAGER
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RECEIVED BY CITY MANAGER
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SIGNATURE:
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SIGNATURE:
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SIGNATURE:
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SIGNATURE:
((y3L Ei£IRif,;IO;iPi1.STng-IiiYICHERIti
ICE NE COP TO CITY f�lTT_ORN'EY'SiO_ RICE
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PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE
EXECUTION BY THE CITY MANAGER
This instrument prepared by and
after recording return to:
Ryan D. Bailin, Esq..
Greenberg Tranrig, P.A.
333 SE 2'd Avenue, 415' Floor
Miami, Florida 33131
(Reserved for Clerk of Court)
HOLD.HARIVILESS AND INDEMNIFICATION AGREEMENT
THIS HOLD HARMLESS AND INDEMNIFICATION AGREEMENT [Revision 1]
(hereinafter the "Agreement"), made and entered into this 4th day of June, 2021, amending and
restating that certain Hold Harmless and Indemnification Agreement made April 6, 2021, by and
between 700 MIAMI PARTNERS LLC, a Delaware limited liability company, its successors
and assigns, whose mailing address is 1217 South Flagler Drive, Suite 200, West Palm Beach,
Florida 33401-6706 (hereinafter referred to as the "Owner") and THE CITY OF MIAMI,
FLORIDA, a municipal corporation of the State of Florida, in the County of Miami -Dade,
party of the second part, (hereinafter called the "City"); and
WHEREAS, Owner is the Developer of that certain Condominium known as The Elysee,
a Condominium (the "Condominium"), as described in the Declaration of Condominium thereof,
recorded in Official Records Book 32172, at Page 3915 of the Public Records of Miami -Dade
County, Florida (as amended and supplemented from time to time, the "Declaration of
Condominium"), which is located at 788 N.E. 23rd Street on certain real property located in the
City of Miami, Miami -Dade County, Florida, more particularly described in attached Exhibit "A,"
(the "Property") and is to be maintained and operated by The Elysee Condominium Association,
Inc., a Florida not -for -profit corporation (the "Condominium Association") in accordance with
the Declaration of Condominium; and,
WHEREAS, Owner intends to develop, or has developed, a primarily residential building
(the "Project"), which includes (among other things) the Condominium and additional
improvements, on the Property consistent with plans approved by the City for Building Permit #
BD15-008745-001 [788 N.E. 23rd Street, Miami, Florida] (the "Project Plans"); and,
WHEREAS, as of the date of Owner's execution of this Agreement, Owner is the sole
owner of all of the condominium units located within the Condominium; and,
WHEREAS, when Owner is able to convey Units in the Condominium to third parties it
will deliver as a condition of closing a written disclosure -to the. Unit purchaser for acknowledgment
and signature, substantially in the form attached as Exhibit °B,", in the "Assignment of Right to
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Use Parking Space", describing alternative valet parking while Owner has a pending submission
for certification of the Automated Parking System (the "APS") for the Project; and,
WHEREAS, Owner has requested permission from City to apply for a Partial Temporary
Certificate of Occupancy ("TCO") for the Project prior to the completion of three (3) automated
car lifts in the parking garage (the "Lifts"); and
NOW, THEREFORE, in consideration of the permission by City to allow issuance of a
TCO for the Project subject to the terms and conditions set forth herein below, and in further
consideration of these premises, Owner does hereby agree with City as follows:
1. The foregoing recitals are true and correct and made a part hereof.
2. Owner is hereby allowed to apply for, and the City has agreed to issue, a Partial TCO
for the Project prior to completion of all of the Lifts.
3. Owner shall pay all actual or estimated TCO and other applicable regulatory fees
associated with the Project prior to issuance of the TCO.
4. Owner shall have a minimum of one (1) Low Speed Lift and one (1) High Speed Lift
operational on the Mezzanine Level and Parking Levels P-2, P-3, and P-4 in the garage.
5. Owner shall provide 24/7 on -site valet service, free of charge, for residents and visitors
of the Condominium pursuant to that certain Valet Service Agreement by and between Park
One of Florida, LLC, and The Elysee Condominium Association, Inc., dated March 15, 2021,
until such time as all Lifts are operational servicing a total of Two Hundred Thirty -Four (234)
Parking Spaces.
6. Owner acknowledges it is proceeding at its own risk and acknowledges that it will
not make a vested/property rights claim or cause of action arising or accruing by virtue of this
Agreement and agrees to indemnify and hold the,City harmless.
7. Owner acknowledges that nothing in this Agreement shall prejudice the City's right
to impose conditions on issuance of the TCO which are required by state, county, and/or city
ordinances and zoning regulations or are otherwise necessary to ensure the public health, safety
and welfare of the citizens of the City; nor shall the City be stopped from enforcing the terms
of the Agreement by reason of its issuance of the TCO.
8. Owner acknowledges that any TCO issued by the City for the Project will be issued
in accordance with all applicable laws and the terms and conditions set forth in the Agreement.
9. Owner acknowledges that the City reserves the right to evaluate the application for
TCO for compliance with all existing laws, ordinances and regulations controlling the issuance
of TCOs for development within the City.
10. The Partial TCO will be limited to a cap of Sixty -Five (65) Units in the
Condominium, upon passing all required City inspections for the Partial TCO. For a TCO
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encompassing the remaining Units in the Condominium the Owner must make all Lifts and the
APS fully operational and pass all required City inspections for a full TCO.
11; Owner as a condition to the saleand conveyance of any Unit in the Condominium
pursuant to the issuance of the Partial TCO will require each Unit owner to execute and return
the disclosure acknowledgment in the form attached as "Exhibit B" incorporated herein by
reference, and each recipient acknowledge the TCO parking protocol required by this
Agreement.
12. In the event that either (i).Owner has not completed the APS ready for full inspection
by the City by September 1, 2021, or (ii) the APS ceases to operate as required, Owner agrees
to immediately cease all Condominium closings. Further the City in either event may revoke
or suspend the TCO pending resolution of operational or inspection deficiencies. Owner
agrees the City:shall not be held financially responsible .to the Owner or any third parties in
connection with any actions taken in accordance herewith. -
1-3. In the event the Owner does not complete the APS as detailed in Section 12, Owner
acknowledges that the City may suspend or revoke the TCO, Owner acknowledges that the
City will not issue a subsequent TCO or Certificate of Occupancy (the "CO") until the APS is
complete and fully inspected by the City, unless, however, the delayis directly causedasa
result of the COVID-19 pandemic, in which case the City may extend the TCO for one (1)
additional one hundred eighty (180) day period. Owner agrees the City shall not be held
financially responsible to the Owner or any third parties in connection with any actions taken
in accordance herewith.
14. Owner agrees to indemnify, defend (at Owner's expense), and hold harmless the
City, its officials and assigns, and its employees, from any claims, demands, liabilities, losses,
causes of action -of any nature whatsoever arising out of or in connection with this Agreement,
from and against all costs, fees, .expenses, liabilities, any orders, judgments or decrees which
may be enteredin from and against all costs, attorneys' fees, expenses and liabilities incurred
in the defense of such claim or in the investigation thereof. This -indemnity shall survive the
issuance of a CO for the Project.
15. This Agreement and any obligations of Owner (except the duty to indemnify and
defend under Section 14 which shall survive the expiration of this Agreement) shall
automatically terminate upon completion and full inspection by the City of the APS. The City
agrees to execute a release of this Agreement at such time.
16. It is expressly understood and agreed that this instrument shall be binding upon
Owner, and also upon the heirs, successors in interest, or assigns of Owner, and shall be a
condition implied in any conveyance or other instrument affecting the titleto the aforesaid
Property or any portion thereof.
17. Any notice, request, demand, approval or consent given or required to be given
under this Agreement shall be in writing and shall be deemed as having been given when
mailed by United States registered or certified mail (return receipt requested), postage prepaid,
ACTIVE.53661472v2
to the other parties at the address stated below or at the last change of address given by the
party to be notified as herein specified.
As to Grantor:
As to City:
700 Miami Partners LLC
1217 South Flagler Drive
c/o Two Roads Development LLC
Suite 200
West Palm Beach, Florida 33401-6706
Attn: Daniel G. Hayes, General Counsel. & COO
Greenberg Traurig, P.A.
333 SE 2nd Ave,
Suite 4400
Miami, Florida 33131
Attn: Ryan D. Bailine, Esq.
City of Miami
City Hall
3500 Pan American
Drive Miami, FL 33133
Attn: City Manager
With copies to:
City of Miami Attorney
444 SW 2 Avenue
Suite 945
Miami, FL 33130
City of Miami
Director of Planning
444 SW 2 Avenue
Miami, FL 33130
18. Counterparts and Electronic Signatures. This Agreement may be executed in
any number of counterparts, each of which so executed shall be deemed to be an original, and such
counterparts shall together constitute but one and the same Agreement. The parties shall be entitled
to sign and transmit an electronic signature of this Agreement (whether by facsimile, PDF or other
email transmission), which signature shall be binding on the party whose name is contained
therein. Any party providing an electronic signature agrees to promptly execute and deliver to the
other parties an original signed Agreement upon request.
[Signature pages follow]
ACTIVE 53661472v2
Signed, Sealed and Delivered in the Presence of:
SIGNATURE (FIRST WITNESS)
PRINT NAME (FIRST WITNESS)
AL, be 1 (.: '-3L( of
PRINT ADDRESS
SIGNA (SECOND. WITNESS)
TO, of (!o(l i rys
PRINT NAME (SECOND WITNESS)
(z i'1 • Et & ler zoo
W s+ Palm i e cob, FL -3(4o r
PRINT ADDRESS
OWNER
700 MIAMI PARTNERS LLC
a Delaware limited liability company
By: '6t7 ')V
Daniel G. Hayes
Its:. Manager & COO
The foregoing instrument was acknowledged before me by means of [ ] physical presence
or [ ] online notarization this 4`h day of June, 2021 by Daniel G. Hayes, Manager & COO of 700
MIAMI PARTNERS LLC, a Delaware limited liability company. He is [1f] personally known
to me or [ ] has produced as identification.
[SEAL]
ICJ'►i^•••. JANINEMCABAJ
+4, 1 Notary Public - State ul Florida
t' a Commission N HH 122021
'•?or tt�.' My Comm. Expires Apr 26, 2025
Bonded through National Notary Assn. 1
ACTIVE 53661472v2
NOTARY71713- C STATE OF FLORIDA
Print Name: J 12, ill C2a64
Commission No.: p/ /�) C' /
Commission Expires: o'/ /96 /PC
ATTEST:
Todd B. Hannon
Approved By:
Deputy Director and Building Official
Maurice Pons
Approved as to form and legal sufficiency:
Sa,uteze .L. a/6/e
City Attor
Victoria Mendez, Esq. 6/24/21 21-1328
1
ACTIVE 53661472v2
CITY OF MIAMI
By:
City Manage
Art Noriega V
Risk Management Director
Ann -Marie Sharpe, ARM-P, CPPT, CAAPP
EXHIBIT A
Legal Description
All of The Elysee Condominium, according to the Declaration of Condominium thereof, recorded
October 28, 2020 in Official Records Book 32172 Page 3915 of the Public Records of Miami-
Dade County, •Florida, as amended and/or supplemented from time to. time, together with an
undivided interestin the common elements appurtenant thereto.
2
ACTIVE 53669.472v2 •
EXHIBIT B
[APS Disclosure to Unit Owner]
3
ACTIVE 53661472v2
ELYSEE
11 I.\ 111
ASSIGNMENT OF RIGHT TO USE
PARKING. SPACE -
700 Miami Partners LLC, a Delaware limited liability company (the "Assignor" or the "Developer"),
hereby assigns to Unit (the "Unit") of The Elysee, a Condominium (the "Condominium"), as limited common
elements appurtenant thereto, the exclusive right to use two (2) parking space(s) located within the Common Elements
of the Condominium (collectively, the "Parking Spaces"). The Parking Spaces are located in the Building garage and
accessed through the Automated Parking System ("APS").
During the initial period leading to the delivery of the final Certificate of Occupancy for the Building ("CO")
the Developer has made arrangements at its sole expense to provide at all times (24 / 7) valet service to off -site parking
for any 'occasion the APS is not then available for immediate use, whether for programming, testing, City inspection,
or any other reason, at no expense to the owner of the Unit or the Association. As of the date hereof the Assignee
understands and agrees that the APS is operational for limited use and the City has agreed to grant a temporary
Certificate of Occupancy for the Unit based on the existence of the valet service described above and the Developer's
commitment to the City• to complete the APS within a reasonable period following closing; provided if the APS does
not continue to be operational the City may suspend or revoke the TCO. By closing on title to the Unit, the undersigned
Assignee waives any requirement for the APS to be operational at the time of closing and assumes all risks and
potential consequences of closing without the APS.
This instrument. (this "Assignment") is only an assignment of a use right in and to the Parking Spaces and
does not convey title to the Parking Spaces or any interest in the real property upon which the Parking Spaces are
located. This Assignment is subject to, and the use of the Parking Spaces is governed by and subject to the terms,
conditions, restrictions, and provisions of the Declaration of Condominium of The Elysee, a Condominium (the
"Declaration of -Condominium"), as recorded in Official Records Book 32172, at Page 3915, of the Public Records of
Miami -Dade County, Florida, and as from time to time supplemented and amended, and any and all rules and
regulations of Biscayne Beach Miami Condominium Association, Inc., a Florida Not -for -Profit Corporation (the
"Condominium Association"), as from time to time supplemented -and amended.
IN ACCORDANCE WITH the foregoing, the assignment made herein is an assignment which attaches to
the Unit and, unless previously and properly assigned to another unit in the Condominium, will automatically pass
with title thereto.
THIS ASSIGNMENT shall be recorded in a log maintained by the Condominium Association but shall not
be recorded in any public -records.
IN WITNESS. WHEREOF, Assignor has executed this Assignment as of the _ day of 2021.
ASSIGNOR:
700 Miami Partners LLC,
a Delaware liability company
By:
Reid J. Boren
Its: President