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MAINTENANCE AGREEMENT PARK PLACE BLVD. LANDSCAPE J I MAINTENANCE AGREEMENT This Maintenan e t/l~~. ~ the ~ day of Agreement (the "Agreement") is made as of ~ .,.,.J..L , 1998, by and between THE GRAND RESERVE AT PARK PLACE LIMITED PARTNERSHIP, a Florida limited partnership, its successors, lessees and assigns (the 11 Partnership" ) , in consideration of the mutual benefits, covenants and conditions herein contained, did grant and convey to the CITY OF CLEARWATER, a Florida municipal corporation, its successors, lessees and assigns (11 Clearwater" ) WIT N E SSE T H WHEREAS, the Partnership owns the real property described ln Exhibit "All (the "Property") currently being operated as an apartment building. WHEREAS, Clearwater has granted an easement to the Partnership over the property described ln Exhibit llBll (the llEasement Propertyll) to install, operate and maintain in perpetuity or until the use thereof is abandoned, such facilities as may be necessary or desirable for a new landscaping and irrigation system within Park Place Blvd. right-of-way, by the Partnership or others (the llFacilitiesll) WHEREAS, Clearwater has granted such easement on the express condition that the Partnership maintain the Facilities. ;': 0'-. /1 -" l- C . ~( ~) -' / , . 1 1 NOW THEREFORE, the parties agree as follows: 1. Term. This Agreement shall become effective upon the execution and delivery hereof, and, shall remain in effect in perpetuity or until terminated as described in Section 4. 2. Duties of the Partnership. The Partnership shall have, at its sole expense, the duty to maintain or cause to be maintained the Facilities on the Easement Property in a clean and orderly condition including, without limitation, all costs and expenses of repairing, replacing and cleaning of the Facilities as needed. 3 . Sal.e of the Property. In the event that the Partnership sells or otherwise transfers the Property, the Partnership shall either: (i) cause the purchasing entity to either assume the obligations under this Agreement or enter into a maintenance agreement with Clearwater for the maintenance of the Facilities in form and substance acceptable to Clearwater or (ii) at its own cost, remove the Facilities and resod the Easement Property. 4. Early Termination. This Agreement shall terminate and the Partnership will be relieved of all liability hereunder if either of the two options in Section 3 are realized. Early termination is subject to Clearwater's written approval of either option in Section 3, otherwise the Agreement remains in full force and effect. 5. Entire Aqreement. This Agreement represents the entire understanding and agreement between the parties with respect to the subj ect matter hereof, and supersedes all other negotiations, -2- 1 1 understandings, and representations, if any, made by and between such parties. 6. Amendments. The provisions of this Agreement may not be amended, supplemented, waived, or changed orally, but only by the parties hereto and making specific reference to this Agreement. 7. Assiqnments. The parties hereto shall not assign their rights and/or obligations hereunder without the prior written consent of the other party, except in connection with a sale of the Property by the Partnership in which the Assignee/purchaser assigns the obligations under the Contract. 8. Bindinq Effect. All of the terms and provisions of this Agreement, whether so expressed or not, shall be binding upon, inure to the benefit of, and enforceable by the parties and their respective legal representatives, successors, and permitted assigns. 9. Notices. All notices, requests, consents, and other communications required or permitted under this Agreement shall be mailed (airmail if international) by registered or certified mail (postage prepaid), return receipt requested, addressed to: As to the Partnership: c/o Del American Properties 1101 North Lake Destiny Drive Maitland, FL 32751 Attn: Christopher DelGuidice -3- I I With a copy to: Murai Wald Biondo & Moreno, P.A. 25 S.E. 2nd Avenue Suite 900 Miami, FL 33131 Attn: Gerald J. Biondo, Esq. As to Clearwater: Public Works Administrator City of Clearwater P.O. Box 4748 Clearwater, FL 33758-4748 With a copy to: City Attorney City of Clearwater P.O. Box 4748 Clearwater, FL 33758-4748 or to such other address as any party may designate by notice complying wiGh the terms of this Section. Each such notice shall be deemed delivered on the date delivered by U.S. Mail delivery or on the date upon which the ret~rn receipt lS signed or delivery is refused or the notice is designated by the postal authorities as not deliverable, as the case may be, if mailed. 10. Headinqs. The headings contained in this Agreement are for convenience of reference only, and shall not limit or otherwise affect in any way the meaning or interpretation of this Agreement. 11. Severability. If any part of this Agreement or any other agreement entered into pursuant hereto is contrary to, prohibited by, or deemed invalid under applicable law or regulation, such provision shall be inapplicable and deemed omitted to the extent so contrary, prohibited, or invalid, but the remainder hereof shall not be invalidated thereby and shall be given full force and effect so far as possible. 12. Entire Aqreement. It is agreed by both parties hereto that this document contains the entire agreement between the -4- '" I I -5- -J' --0. I I that service of any court paper may be effected on such party by mail, as provided in Section 9 hereof, or in such other manner as may be provided under applicable laws or court filed in said State. 16. Enforcement Costs. If any legal or other proceeding, including arbitration, lS brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees and court costs incurred ln that action or proceeding, In addition to any other relief to which such party or parties may be entitled. 17. Remedies Cumulative. . No remedy herein conferred upon any party lS intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power, or remedy hereunder shall preclude any other or further exercise thereof. 18. Counterparts. This Agreement may be executed ln one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Once each party to this Agreement has executed a copy of this Agreement, the Agreement shall be considered fully executed and effective, notwithstanding that both parties have not executed the same copy hereof. -6- I I 19. Indemnity and Hold Harmless. Partnership agrees to indemnify and hold Clearwater harmless for any and all claims, costs or damages, as partnership may incur relating to this Maintenance Agreement and the use and maintenance of said easement granted to Partnership, except for claims, costs or damages from Clearwater's own negligence. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written. Signed, sealed and delivered in presence of us: THE GRAND RESERVE AT PARK PLACE LIMITED PARTNERSHIP, a Florida limited partnership ~dw~ JU N a me : /) .'1.. Q&/flU"J<.J+- (seal) CITY OF CLEARWATER, a Florida municiP~~ corporation . By: ~ - Michael J. Roberto Citt Mana::er Attest: ~,~(V~~/ 12uL:/!;;-'&vt- r- CyPt~{ E~ Goud~au '7 ity Clerk : - -7- . "".. I I STATE OF FLORIDA COUNTY OF~2d~6~ ss. TheJoregoing instrument was acknowledged before me this 21 day of BPn-/L , 1998 by Christopher DelGuidice as president of GRPP, INC'., the general partner of THE GRAND RESERVE AT PARK PLACE LIMITED PARTNERSHIP, on behalf of the partnership. He is ~ersonally known to me or has produced as identltlcatlon. ~ ",\~!11:'",~ Donakll. Katka i~l:' ..~\ .." COMMISSION' CC601193 EXPIRES :*. .*. MT \1 .7i November 24, 2000 .~... Th~~~ IONllBl TlII\Il11lllV FAlllINSlJRANCl, ltC. ',M.... My commission expires: STATE OF FLORIDA ss. COUNTY OF PINELLAS BEFORE ME, the undersigned, personally appeared RITA GARVEY, the Mayor-Commissioner of the City of Clearwater, Florida, who executed the foregoing instrument and acknowledged the execution thereof to be her free act and deed for the use and purposes herein set forth, and who is personally known to me. WITNESS my hand and official seal this ~yLday Of~"~ 1998. . V My commissions expire: c ~ ;;( '-i}J~ NOTARY ~IC, STATE OF FLORIDA Print name: Commission No. : ~'( P{j CAROLYN L BRINK ~A~ <l''f:, COMMISSION Ii CC 463040 Co .. ...- EXPIRES MAY 22,1999 ~t" ~ BONDED TP.RU ~OF f\.-~ ATLANTIC BONDING co., INC. -8- '''... I I STATE OF FLORIDA ss. COUNTY OF PINELLAS BEFORE ME, the undersigned, personally appeared MICHAEL J. ROBERTO, City Manager of the City of Clearwater, Florida, who executed the foregoing instrument and acknowledged the execution thereof to be his free act and deed for the use and purposes herein set forth, and who is personally known to me. WITNESS my hand and official seal this l~ay Of~uL- 1998. ~~ ~.:L NOTARY PUBLI , STATE OF FLORIDA Print name: Commission 1: CAROLYNLBRlNIC t; <:-. CUfvtMll;~,ILll\1 It CC 4&3040 :Ie ~ EXPIRES MAY 22,1999 My commission expires: ~~ ~ BONDEIHHRU ~OF 'i:\.~ ATLANTIC BONDING co., lNC. STATE OF FLORIDA ss. COUNTY OF PINELLAS BEFORE ME, the undersigned, personally appeared CYNTHIA E. GOUDEAU, City Clerk of the City of Clearwater, Florida, who executed the foregoing instrument and acknowledged the execution thereof to be her free act and deed for the use and purposes herein set forth, and who is personally known to me. WITNESS my hand and official seal this8~day of ~~ 1998. ~;;(J ~ NOTARY PUB IC, STATE OF FLORIDA Prin~ n~E1>o. CAROL'IN L. BRlNk commls~"i~,. ~COM~I~i(')rllt CC 48\3646 My commission expires: '!-!>, .. ?J EXPIRESMAY22,1999 ~ ~ BONDED n-lRU OF f\.~ ATlANTIC BONDING co., INC. APPROVED AS TO FORM: ~~. ~ John Carassas Assistant City Attorney -9- 03 213 9c, L::':'-'--' ' , ~ ~..~.---- _ nr.u:.- . , I ... - ~ .' I ,:<.. ill . ? II -----...--.- . C 4 . ~~ -. I~ i~ uZ \ i r- 'u .e " t I I.i : ii ~ t'- ill ~ :U r :2 ~I . !i~ -.-T..-----. j II ; :tl\; ..,- ).' , t i ; : : :II~ '. ~ ~,. '.: ; .~ (_.....~"'.:\. " ,; I I~ ...,.~:.<\ " ,-' i i I,r- .' 'f ........~- J. I. II . . "'- ,'''/1 Ji, Ii. .... ~, I ~ , t r "" ,.""'......-...:::: " ///;{ j~ .' / II 3.)?~ ' o'~:-! /' .... g.... .....l~/;'/:I II s ",' .,- -,...., ! -.. .~..~ . ..' 1:' " I 7.",: ,'/.' : I ) ,....- (\, ,.. ~ ~ r- _...:i' \"', ~" \'. I .' ~ ,'I :0/ Ii Q .' .' ...~ '': ~ ~_ ~_ ,. ': ..... '-, ,"1 ,." i - .. '".., .'_ .J /./1 ..,~ _.... _.~.:::~" '----..I : '4-' ,'" - I I I . .' ~--?[...!:": I. } ---.. '-.-...--. - ~ ,. ,~ // /o' ;: ,_ .., , ..:. ,. I --....-It .. .,,-. ~... :..- , I: I ,.... / i ;f f : J ,.. - .... ....-..._. " ....-_ :-:=.::.::::- ...__...._!W.. I' .:, ........," __ ~ . ..... f . .... ... ----...----..: . . ,~ . 1 . _ ___ .II . . .. - .... -.... . ~,....-:=-___ -~: :'. ~ : Lr64.L DEStAtPTIOtII - . lO12 NtO 3 ~ S1Ut2 ~'n4AUMCS. 1tC., PaM PlACE A~ l() 1M[ "AI> OR :- :! m~ fUr noEor AS RECORDED IN PLAT lOOK 108 AT PAGE 10 riM Pu8UC RECORDS rE .I ~I: 'Iii' PiNE1.LAS COUNlY. FlOAIOJ.. t!- -- - - - .J - . --.-..-.. ---.......- EXHlBI I , II 1l.J .:::... ;:Xj J..::... U_' I I \; -" --. - ~ 1"'11' ~...., ~-_.------ N I : . I , I I I t o 125 280 ~ I!5iiii ~ t SCALE: ,. :: 250' \ \ , " . - PARK PLACE BOULEVARD LANDSCAPt MAINTtNANct ARtA ~ IfIIItIS_ IJ.-JII A6ItJCM II'C -. 24~45 u.s. Hit"." 19 No'", Clear.o"r. Fiorillo (813) 791-'441 JOB NO. EXHIBIT 1128-034-000 B O~~Z6-98 ~~ . . .. "<. , I I EXHIBIT B · LEGAL DESCRIPTION {EASEMENT PREMISES} A portion of Section 17, Township 29 South, Range 1& East, Clearwater, Florida, being more particularly described as: That portion of PARK PLACE BOULEVARD dedicated as public right of way in that certain plat of Lots 2 and 3, STORZ OPTHALMICS, INC., PARK PLACE SUBDIVISION, as recorded In Plat Book 109, Page 11 of the Public Records of Pinellas County, Florida, TOGETHER WITH the northerly 294.00 feet of that certain parcel of land conveyed by Park Place Land, Ltd., a Florida Limited Partnership, to the City of Clearwater, in fee simple by Special Warranty Deed dated September 19, 1995, as recorded in Official Records Book 9119, Pages 409 · 412 of the Public Records of Pinellas County, Florida. Containing 3.33 Acres, more or less.