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Home My Public Portal About2019 Agreement reimbursement of repairs.pdfAGREEMENT REIMBURSEMENT OF REPAIRS THIS AGREEMENT made and entered into this 8 day of August 2019 by and between VILLAGE OF KEY BISCAYNE, FLORIDA a Flonch municipal corporation whose mailing address is 88 West McIntyre Street Key Biscayne Florida 33149 (heieinaftei iefened to as `Village ) and KEY BISCAYNE PRESBYTERIAN CHURCH whose mailing address is 160 Haibor we Key Biscayne Florida 33149 (heieinaftei referred to as Church ) WITNESSETH WHEREAS, the Church is the owner of the Property described on Exhibit A (the Property ) and WHEREAS, the Church asserts that the Village s contractor used the Property as a staging area dunng a stoimwatei Improvement project and that the Village agreed to compensate Church for such use and WHEREAS the Church asserts that damage occuned to the Property as a result of the Village contractor s use of the Property and WHEREAS the Village has agreed to reimburse the Church a maximum amount of $120 000 00 to resurface the Property s paiking lot and make other related repairs NOW, THEREFORE in consideration of the mutual and separate agreements conditions covenants and wanantres of the parties hereto it is agreed covenanted and wananted by and between the parties as follows ARTICLE 1 DEFINITIONS As used in this Agreement the following terms have the following meanings 1 1 Church s Contractor Compass of Miami Services Inc 1 2 Completion Date The Repairs shall be completed on 01 before December 31 2019 from the date of this Agreement 1 3 Cost of Repairs All dnect and mduect costs requited to be expended by Church to complete the Repaus 14 Repairs The Repaus to the Property allegedly caused by the use by the Village Contractor as set forth on Exhibit B 1 5 Village s Inspector Such inspector as may be designated by Village Page 1 of 7 ARTICLE 2 USE OF PROCEEDS 2 1 The monies disbursed under this Agreement shall be used solely for the payment of Cost of Repairs and for no other purpose unless such other use is specifically consented to in writing by Village 2 2 Church shall make the Repairs on the Pioperty in a thorough and workmanlike manner and in accordance with codes regulations and laws of governmental departments and agencies having direction 01 Jurisdiction over the Property 2 3 Church shall take all necessary steps to assure that the Repairs shall commence not later than fifteen (15) days after the Issuance of any permits needed with respect thereto Ind shall pioceed continuously and diligently and shall be completed by the Completion Date 2 4 Church will permit Village and its representatives to enter upon the Property inspect the Repairs and all materials to be used in the constr action theieof 2 5 Church will have any mechanic s hens which may be filed against the Property released or bonded off within fifteen (15) days of the date of filing of the same ARTICLE 3 CONDITIONS FOR REIMBURSEMENTS 3 1 Village shall not be obligated to ieimbmse the Church unless and until the Village shall have received the following from the Church (a) Copy of the contiact between Church and Church s Contractor and any mayor subcontractor (b) Paid invoices for any work foi which reimbursement is being sought (e) Partial or full (foi final advance) unconditional waivers of lien discharges of lien and other documents which may be required by the Village as evidence of full payment for all labor and materials incident to the Repans (d) Documentation that the Repairs are not being conshucted in violation of any covenants 01 restrictions or codes regulations and laws of governmental departments and agencies having direction of jurisdiction over the Property and (e) If requned by the Village the certificate of Village s Inspector that such advance in the amount requested is properly to be made by Village hereunder which certificate shall not be unreasonably withheld Page 2 of 7 3 2 Village will disburse to the Church the final payment upon and after (a) Completion of all of the Repans contemplated by this Agreement to the satisfaction of the Village and the Inspector (b) Compliance with all the items twinned in Section 3 1 above (c) Evidence all permits have been closed and (c) Certified copies of all required final permits or certificates of completion or use 3 3 The Village is only obligated to ieimbuise the Church the amount of $120 000 In the event that the Cost of Repairs exceeds $120 000 the Chinch will be responsible for the excess costs ARTICLE 4 [Reserved] ARTICLE 5 MISCELLANEOUS 5 1 The Church hereby does and shall indemnify Village and hold Village harmless fiom and against any and all claims losses damages liabilities fines penalties chaiges administrative and judicial proceedings and orders judgments remedial action requirements enforcement actions of any kind and all costs and expenses mcinred in connection therewith including without limitation all reasonable attorneys fees and expenses arising directly or indirectly in whole or in part from any damage to the Property caused by the Church s Contractor subcontractor or any other thnd party dui ng the Repair being earned out on the Pioperty 5 2 Once the Repairs are final the Church shall release the Village fiom any further liability claims or losses 01 from the condition of the Pioperty arising out of the Village's contractors prior use of the Property as a staging area during the stonnwater improvement project or the Repans 5 3 Church understands and agrees that Village is not the agent 01 representative of Church and this Agreement shall not make Village liable to the Church Conti actor mateiialmen subcontractors craftsmen laborers or others for goods delivered to or services performed by them upon the Property 01 foi debts or claims accruing to such parties against the Church and there is no contractual relationship either expressed or implied between Village and any Church Contactor mateiialmen subcontractors craftsmen laborers or any other person supplying any work labor or materials foi the improvement of the Property 5 4 Church shall not assign this Agreement without the pi for written consent of Village 5 5 Church and Village agree that all matters relating to this Agreement shall be governed by the laws of the State of Florida Page 3 of 7 5 6 No provision of this Agreement shall be amended waived or modified except by an instrument in writing signed the parties hereto 5 7 Any notices hereunder shall be sent m writing by certified mail 01 overnight camel to the addresses set forth on Page 1 5 8 The waiver by Village or Chuich of any breach or default by the other party shall not be deemed to be noi shall the same constitute C. waiver of any subsequent breach or default 5 9 This Agreement may be executed m any number of counterparts each of which when executed and delivered shall be an original but such counterparts shall together constitute one and the same Instrument 510 VILLAGE AND CHURCH HEREBY KNOWINGLY VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREIN OR ARISING OUT OF UNDER OR IN CONNECTION WITH THIS AGREEMENT AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH OR ANY RELATED COURSE OF CONDUCT COURSE OF DEALING STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY FURTHER CHURCH HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF VILLAGE NOR VILLAGE S COUNSEL HAS REPRESENTED EXPRESSLY OR OTHERWISE THAT VILLAGE WOULD NOT IN THE EVENT OF SUCH LITIGATION SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION Page 4 of 7 IN WITNESS WHEREOF, the parties have executed this Agreement tinder their respective seals the date and year first above written. Witness Name: (`lam AyvA� Witness Name: I°S-nc Tar1'L< Print ame: - ice, C'lc_YUc, Print Name: Attest: Villag- Clerk Approved as to legal form and sufficiency: BY Village Attorney Page 5 of 7 CHURCH: KEY BISCAYNE PRESBYTERIAN CHURCH By: Name: i wt G eM werV Title: i ✓ C S U VILLAGE: VILLAGE OF KEY BISCAYNE, a Florida municipal corporation By: Andrea Agha, Village Manager EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY Page 6 of 7 EXHIBIT "B" LIST OF REPAIRS Repair of collapsed pipe broken cuibs regrading adjustment of catch basins manholes and utility valve covers full milling iesurfacing and striping Page 7 of 7