Fort Walton Beach Ordinance — 1752 change to public alley — reading text

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N"; 11~ liii! il; g~~~~~:~ ~ 273 INDEMNIFICATION AND HOLD HARMLESS AGREEMENT 274 275 This Indemnification and Hold Harml s Agreement ("Agreement") is entered 276 into on this / g day of , 2008 Crystal Beach 277 Development Company of Northwest FI Ida, 99 Eglin, Ltd., Crystal Beach 278 Development of Destin, Ltd., 4652 Gulfstarr Drive, Destin, FL 32541, " Indemnitors", 279 and the City of Fort Walton Beach, Florida, a Municipal Corporation, whose mailing 280 address is PO Box 4009, Fort Walton Beach, FL 32549, " Indemnitee or City". 281 Indemnitors and Indemnitee may collectively be referred to as the " Parties." 282 283 1. On January 8, 2008, Indemnitors received approval of a development order to build 284 " Uptown Station Mixed Use Expansion," a project of two mixed use buildings with office 285 and retail totaling approximately 100, 560 square feet. ("Development Order"). Two of 286 three structures existing on the site at the time of the approval of the development will 287 be demolished. A public alley was dedicated for public use as described in the Re- 288 subdivsion of Block 5, Oak Ridge Subdivision, dated April 15, 1953, and recorded in 289 the Official Record Book 2, Page 47, of Okaloosa County, Florida, and lies within the 290 area subject to the Development Order. 291 292 2. In consideration of the City vacating, abandoning, discontinuing and closing a 293 portion of that public alley, as described in Ordinance 1752, Indemnitors, the property 294 owners and all successors and assigns, of any kind, have agreed: 295 a. to execute a public dedication to the City for public use and access of the area 296 described in Exhibit E of Ordinance 1752; 297 b. to maintain the condition of the dedicated area as required by the City Code of 298 Ordinances, at all times and at its sole cost; 299 c. to indemnify and hold harmless Indemnitee, its successors or assigns against 300 all suits, actions, claims, demands, or damages that arise from the abandonment or 301 vacation of the Alley Way including, but not limited to, any claims or lawsuits from any 302 person or entity who claims a legal interest of any kind in the vacated portion of the 303 alley; and 304 d. to provide, within ten days of second reading of Ordinance 1752, proof of title 305 insurance for the vacated portion of the alley that names Indemnitee as an additional 306 insured of such policy. 307 308 3. In the event that Indemnitee receives notice of any asserted or impeding claim 309 where Indemnitee believes indemnification would be sought under this Agreement, 310 Indemnitee shall promptly give notice to Indemnitors of the claim. In the event 311 Indemnitors shall be obligated to indemnify Indemnitee under this Agreement, 312 Indemnitors shall be entitled to assume the defense of any such claim, with counsel 313 approved by the Indemnitee (which approval shall not be unreasonably withheld) upon 314 the delivery to Indemnitee of written notice of its election to do so. Indemnitors shall 315 not be liable under this Agreement if Indemnitee has otherwise actually received 316 payment (e. g. under any insurance policy, etc.) of the amounts otherwise indemnifiable 317 under this Agreement. 318 319 4. The covenants and conditions contained in this Agreement shall apply to and bind 320 the parties and the heirs, legal representatives, successors and permitted assigns of 321 the Parties. 323 5. This Agreement shall be governed by and construed in accordance with the laws of 324 the State of Florida. 325 326 6. Any notice required or otherwise given pursuant to this Agreement shall be in 327 writing and mailed certified return receipt requested, postage prepaid, or delivered by 328 overnight delivery service: 329 a. If to Indemnitors: Jay adorn 330 4652 Gulfstarr Drive, Destin, FL 32541 331 332 b. If to Indemnitee: City of Fort Walton Beach 333 Attn: City Manager 334 PO Box 4009, Fort Walton Beach, FL 32549-4009 335 336 7. The failure of either party to enforce any provisions of this Agreement shall not 337 be deemed a waiver or limitation of that party' s right to subsequently enforce and 338 compel strict compliance with every provision of this Agreement. 339 340 341 INDEMNITORS: INDEMNITEE: 342 343 Crystal Beach Development 344 Company of Northwest Florida, 345 346 347 348 Crystal Beach Development 349 of Destin, Ltd. 350 351 352 353 354 355 356 357 358 esident & Authorized Representative 359 360 This instrument was acknowledged before me on this k day of . A1tisfg . 2008, 361 by Jay Odom, of Crystal Beach Development Company of Northwest Florida, Cry al Beach of Destln, 362 Ltd., and 99 Eglin, Ltd., Florida corporations, on behalf of the corporations as their President and 363 representative. 364 ally Known 365 Produced Identification: 366 367 368 J~ j.) tJ~ . 369 Not - Public --- 1./ 370 My Commission Expires 111 Or ( tc8lYW.~__ I UIoI tit c( iU88tOM 41 aooa EXP..~ ~ andld11WMcMlYPIdD~ I SETCO File No: CM00902A Stewart Title Guaranty Company COMMITMENT FOR TITLE INSURANCE SCHEDULE A Search No. 20080478 1. Effective Date: May 20, 2008, 8: 00 am 2. Policy or Policies to be issued POLICY AMOUNT $25, 000. 00 a) ALTA OWNER' S POLICY Proposed Insured: 99 EGLIN LTD, a FLORIDA LIMITED PARTNERSHIP CRYSTAL BEACH DEVELOPMENT COMPANY OF NORTHWEST FLORIDA, a FLORIDA CORPORATION