Académique Documents
Professionnel Documents
Culture Documents
into
on
and
BEACH,
Florida municipal
corporation (
the "
Indemnitees").
RECITALS:
A.
Indemnitor is
Hotel"),
which
Agency
pursuant
Official
Hotel
to
was
the developer of the Royal Palm Crowne Plaza Hotel ( the "
constructed on land that is being
leased by Indemnitor from the
May 28,
1998 and recorded in
Book 18170, at Page 893,of the Public Records of Miami- Dade
Records
County,
Florida t(he "Lease");and B.Indemnitor and the Indemnitees have negotiated
a settlement relating to certain claims that have been made by each
party against the other as
generally reflected in that certain Letter of Intent to Amend
Palm Crowne
Royal
Plaza
Resort Agreements
dated
November
the
to
the recording of
the
to
said contamination and
dispute all such claims and
alleged
construction
respectively
deny and
al egations
against them, whether asserted or unasserted. F.Subsequent to the Letter of Intent and
to
the closing on the documents contemplated in the Letter of
prior
Intent, North
Fork Bank filed a foreclosure complaint
against Indemnitor and Indemnitor subsequently agreed to pay North
Fork Bank in full for its loan,assign its option to pay the Purchase Price under the
Lease to Royal Palm Hotel Property, LLC who will then pay the Agency the Purchase Price
under the Lease, terminate the Lease and
transfer the
Hotel
litigation and
to
Royal Palm
amicably resolve
Hotel
Property,
LLC.G.The
all matters
existing between
parties, wishing to
avoid
them, entered
into negotiations
resulting
in this Agreement and other agreements. H.Agency and Owner in their desire to
maintain and fulfill their
vide the African American community
commitment to prowith
opportunities in the hospitality industry, are willing
to amend the Royal Palm Crowne Plaza agreements and
agree
with the Convention Center Agreement ( which Indemnitor, as owner of the Hotel and on
behalf of the Hotel, has agreed to do) which provides,
among other things, that the Hotel owner
and its successors and assigns make available Hotel facilities and services for
of the
comply
support
marketing
efforts.
third
the
parties
as generally
hereinabove.
are
incorporated
follows: 1.
Recitals. The recitals set
herein by this
forth
correct
and
reference thereto. 2.
Indemnification. The Indemnitor hereby agrees to defend,
indemnify and hold harmless the Indemnitees from,
against, and with respect of any damages, causes
of action, costs, losses, debts, liabilities,
claims, obligations,
s fees, (
attorney'
on taxes, tax
or
out of, relating directly or
judgments,
including
those
or
proceedings, if
any), taxes,
interest
other matters (
the Indemni
" fied Matters") arising
challenges
any
t
h
i
r
d
parties
to
( the terms of the Letter of Intent
indirectly to, any
i)
by
and the settlement documents executed in connection therewith of even
date;ii)
( the procedures used
and timing of the payoff of Indemnitor' s loan from North
Fork Bank, the payment of the
Purchase Price under the Lease, the termination of the Lease, the transfer of
the Hotel to Royal
Palm Hotel Property, LLC and the waiver
Lease
provisions by the Indemnitees to accomplish
of certain
same;iii)
( the allowing of the condominiumization of the Shorecrest Portion of the Hotel; and (
iv)
the possible interest and penalty interest
the late payment of sales tax due
penalties,
for
for
any and all challenges directly or indirectly relating to a)
(the
payment and partial waiver of Rental as contemplated by the Letter ofIntent, as that term
is defined in
the Lease, that otherwise would have been paid
by Indemnitor to Agency but for the settlement,
and b)
( the setlement of Indemnitor' s alleged delay claims attributed
to the
environmental damage and reconstruction delays
which Indemnitor experienced during its development
back Rental; excluding, however,
of the Hotel.3.
Indemnification in
Connection with Legal Fees.Subject
to the conditions
set
forth in Sections 4 and 5,
below the Indemnitor hereby
agrees to indemnify and hold harmless the
with
respect
to any reasonable legal fees
Indemnitees
and costs of counsel ( including
those for appeals or post judgment proceedings, if any) that may be
incurred after the date of
this Agreement regarding the Indemnified Matters. 4.
Retention of Counsel. Indemnitor shall
have the right to designate counsel to defend the
interests of Indemnitees, which
counsel
shall be reasonably acceptable to Indemnit- ees.If Indemnitor
from
time to time and in good
believes,
faith, that the defense of any Lawsuit will be better
served by other counsel, then Indemnitor
shall
other counsel to defend the Indemnitees regarding such Indemnified Matters on thirty
days prior written notice to the Indemnitees, which substitute counsel shall be
(
30)
reasonably
acceptable to
of their choice at
their
own expense to
Matters. 5.Cooperation. The Indemnitees and their lawyers will fully cooperate
with the Indemnitor in connection with any legal matters relating to the
Indemnified
Matters.The Indemnitees agree to provide Indemnitor and its lawyers with access to all
relevant information concerning the Indemnified Matters and any other indemnified activity including but
not limited to access to the
Indemnitees, their agents and employees for interviews and
other litigation related matters and copies of interview memoranda,
records,
evidence,
computer
data, expert reports, advance notice of meetings with adverse parties, advance notice of and
for
deposit on.
6.Settlement. a)
In no event will the
prior
written consent.b)
The Indemnitees hereby consent to, and agree to
execute,any settlement, compromise or discharge of any lawsuit or any part thereof regarding
the Indemnified Matters which Indemnitor may request, which
by its terms obligates Indemnitor to pay the
full amount to be paid to settle, compromise, discharge or otherwise resolve
lawsuit
such
or
obligations
under this
Agreement. 7.
Non- Disoaragement. Each party agrees not to take any
any
statement.
make
which disparages, criticizes, or places in a negative light
the other, irrespective of whether such statements
would be actionable under statutory or
common law liability theories. This paragraph does not relate
to statements made in good faith
action or
in
the
of litigation. 8.
Confidentiality. [8MI] The parties hereto acknowledge
are governmental entities and subject to
the
open Government Provisions of Chapter 286, Florida Statutes,
the
Public
and
Records Provisions of Chapter 119,Florida
Statutes. Further, the Amendment to Garage
Easement Agreement, the Amendment to
Declaration of Covenants and Restrictions and the Special Warranty Deed
are to be placed of Public Record simultaneously
the execution
all closing documents.
that
the
event
with
of
to the aforegoing and to the extent permit ed by law,
all other documents shall be
retained, unpublished by either party to this Agreement and neither party
shall voluntarily disclose their contents. Involuntarily disclosure
which is permitted),for purposes of this paragraph,
Subject
pretation arises, this Agreement shall be construed as if drafted jointly by the parties and
sumption or burden of proof shall arise favoring or disfavoring any party by virtue of the
ship of any provisions of this Agreement.
transactions
14.
Survival: This Agreement shall survive
contemplated in Recital F
the closing of
no
preauthor-
the
SUCH
LITIGATION,
SEEK
TO
ENFORCE
THIS
WAIVER
OF
RIGHT
TO
JURY
TRIAL PROVISION. IN
this
Indemnification
limited
partnership
eur By:
PADC HOSPITALITY
CORPORATION I,
a c oration, as
General
Partner By:
Peebles, President STATE
OF
FLORIDA )SS:COUNTY OF
i lcat.
ion.
V'
II~~
BoncIedTtoyF. In.
Legagneur
Nathalie
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iCommis 00385416
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Commission Number:
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Print Name:
By:
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ATTEST:
By:
rAw r ~
Robert Parcher,
Cl\L\
Secretary
STATE OF FLORIDA )
SS:
body corporate and politic, to me known to be the persons who signed the foregoing instrument
and acknowledged the execution thereof to be the act and deed of said
Agency for the uses and
purposes therein mentioned, and that they affixed thereto the official seal of said Agency. Each
such individual is 2ersonally known to me or produced a valid drive' s license as identification.
Witness my hand and official seal in the
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