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Home My WebLink AboutAgreement_General_11/12/1996 JONES, FOSTER, JOHNSTON & STUBBS, P.A. ATTORNEYS AND COUNSELORS FLAGLER CENTER TOWER Y 2 /; lage of Tequesta 505 SOUTH FLAGLER DRIVE LARRY B. ALEXANDER MARK B. KLEINFELD ELEVENTH FLOOR HENRY Ij. LILiL THAL CARL ANGELOFF RAYMOND E. KRAMER 111 WEST PALM BEACH FLORIDA 33401 1902 -1982 , M. TRACEY BIAGIOTTI MICHAEL T. KRANZ Allison Johnston CLAY C. BROOKIiR KELLY V. LANDERS i1 L- s 9199 Harry 1895 -1983 MARGARET L. COOPER JOHN B. MCCRACKFN P.O. Box 3475 R. Biuce Jones REBECCA G. DOANE SCOTT L. MCMULLFN WEST PALM BEACH FL 33402 -3475 1904 -1988 DAVID E. DREYER DAVID PRATr ` � P ul'C. Wolfe CFiRISTOPFiER S. DUKG JOHN C. RANDOLPH (561) 659 -3000 `' 1 age l�ianager s Offic� -1991 H. MICHAELEASLEY STEVEN J.ROTHMAN FAX: (561) 832 -1454 LISA Z. HAUSER PETER A. SACHS Retired ScoTTG. HAwKAIS SIDNEY A. STUBBS William A. Foster THORNTON M. HENRY ALLEN R. TomLiNsoN WRITERS DIRECT LINE: PETER S. HOLTON JOHN S. TRIMPER Of Counsel HARRY A. JOHNSTON II H. ADAMS WEAVER Jack A. Plisco December 15, 1997 Mr. Thomas G. Bradford Village Manager Village of Tequesta Post Office Box 3273 Tequesta, Florida 33469 - 0273 RE: Village of Tequesta Sterling House - Indemnification Agreement Our File No. 13153.1 Dear Tom: Enclosed for the Village's file is a fully executed original of the Sterling House Indemnification Agreement. Also enclosed is a copy of Mr. Chotas' letter, dated December 2, 1997, authorizing the change at the top of page 3 to reflect that venue for any litigation shall lie in Palm Beach County. Sincerely, ; J O NES, FO TER, JOHNSTON & STUBBS, P.A. hn C. Randolph JCR \ssm Enclosure CC: Thomas C. Hall, Water System Manager DEAN, MEAD, EGERTON, BLOODWORTH, CAPOUANO & BOZARTH, P. A. ATTORNEYS AND COUNSELORS AT LAW 800 NORTH MAGNOLIA AVENUE P. O. BOX 2346 SUITE 1500 (407) 841 -1200 ORLANDO, FLORIDA 32802-2346 ORLANDO, FLORIDA 32803 FAX (407) 423 -1831 WRITER'S DIRECT DIAL (407) 428 -5132 December 2, 1997 VIA FEDERAL EXPRESS RECEIVED John C. Randolph, Esquire Jones, Foster, Johnston & Stubbs, P.A. DEC 3 1997 Flagler Center Tower JONES, FOSTER, JOHNSTON 505 South Flagler Drive & STUBBS West Palm Beach, FL 33401 Re: Sterling House Corporation/Tequesta II /Our File No.: 14566 -27261 Re: Sterling House Corporation/Tequesta I /Our File No.: 14566 -26178 Dear John: Confirming our conversation, you are authorized to correct the typographical error in the Indemnification Agreement previously furnished by inserting the county of venue as "Palm Beach County ". Enclosed for your convenience are clean copies of Unity of Title Agreement and Developer's Agreement by Federal Express so that you have clean full -sized documents without the facsimile notations for your files. By copy of this letter with enclosures to Scott Ladd, we similarly supplement his files, and look forward to his early call on Wednesday, December 3, 1997, so that we might confirm the adequacy of these documents, as well as the timing for issuance of the building permit. Best regards, r Elias N. Chotas ENC /ojc Enclosures cc: Mr. Scott D. Ladd (w /enclosures /Federal Express) G: \RE \ENC\ 14566\27261 \randolph.04a IN 8RE-0 COUNTY D E A N IN FORT PIERCE DEAN, MEAD, SPIELVOGEL, GOLDMAN 6 BOYD M A D DEAN, MEAD 6 MINTON (407) 453 2333 • (407) 259 5900 • (407) 725 6373 (407) 464 7700 • (407) 562 7700 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT is made and entered into as of this �� day ofY tVt4oAe, 1996, by and between STERLING HOUSE CORPORATION, a Kansas corporation (hereinafter referred to as the "Sterling House ") and the VILLAGE OF TEQUESTA, a Florida municipal corporation (hereinafter referred to as the "Village "). WHEREAS, Sterling House is constructing an Extended Care Living Facility (the "ECLF ") within the jurisdictional limits of the Village; and WHEREAS, the Village is also supplying water service to the Sterling House ECLF; and WHEREAS, as a condition precedent to the issuance of a Certificate of Occupancy ( "CO ") to the Sterling House ECLF, the Village requires that those contractors working on the water distribution facilities providing service to the Sterling House ECLF release any potential construction liens against these facilities; and WHEREAS, a dispute has arisen between Sterling House and the contractors constructing the water service facilities to the Sterling House ECLF; and WHEREAS, Sterling House has requested that the Village issue a CO for the Sterling House ECLF without a release of lien from the contractors; and WHEREAS, the Village is willing to issue the CO based upon the agreement by Sterling House to indemnify the Village against any claim made by anyone providing labor, services, or materials to the water distribution facilities at the Sterling House ECLF. NOW, THEREFORE, in consideration of the sum of Ten ($10.00) Dollars and other good and valuable consideration, the receipt and sufficiency whereof is hereby acknowledged, the parties hereto do hereby agree as follows: 1. Indemnification Sterling House hereby agrees to indemnify the Village against any threatened, pending or completed claim, action, suit or proceeding whether civil, criminal, administrative, or investigative, and against any loss, cost, damage, or liability whatsoever arising directly or indirectly out of the construction of the water distribution lines and appurtenances at the Sterling House ACLF legally described in Exhibit "A" attached hereto, including, all water distribution lines constructed by Sterling House that may be located beyond the boundaries of the property described in Exhibit "A ". This indemnification shall include all expenses, including attorneys' fees at trial or on appeal, judgments, fines, loss, damage, or liability whatsoever reasonably incurred by the Village in connection with the water distribution lines and appurtenances as set forth above. .1 2. Indemnification Not Exclusive The indemnification provided hereunder shall not be deemed exclusive of any other rights to which the Village may be entitled under any statute, rule of law, regulation or any theory of law. Where any other remedy provides broader rights of indemnification than the rights provided herein, the other remedy shall control. 3. Miscellaneous Gender. Words of any gender used herein shall be held and construed to include any other gender, and words in the singular number shall be held to include the plural, unless the context otherwise requires. Successors and Assigns. The terms, provisions, covenants and conditions contained in this Agreement shall apply to, inure to the benefit of, and be binding upon, the parties hereto and their respective heirs, legal representatives, successors and permitted assigns, except as otherwise expressly provided in this Agreement. Captions. The captions inserted in this Agreement are for convenience only and in no way defined, limit or otherwise describe the scope or intent of this Agreement, or any provision hereof, or in any way affect the interpretation of this Agreement. Amendment. This Agreement may not be altered, changed or amended except by an instrument in writing signed by both parties hereto. Invalidity. If any clause, provision or portion of this Agreement or the application thereof to any person or circumstances shall be invalid or unenforceable under applicable law, such event shall not affect, impair or render invalid or unenforceable the remainder of this Agreement nor any other clause, phrase, provision or portion hereof to other persons or circumstances, and it is also the intention of the parties to this Agreement that in lieu of each such clause, phrase, provision or portion of this Agreement that is invalid or unenforceable, there be added as a part of this Agreement a clause, phrase, provision or portion as similar in terms as such invalid or enforceable clause, phrase, provision or portion as may be possible and be valid and enforceable. 2 Venue and Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of Florida, and venue for any litigation shall lie in Mai Palm Beach County, Florida. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. Witnesses: STERLING HOUSE CORPORATION, a Kansas corporation By. All Print Name:_ Name: R. GAIL KNOTT -, ,- Title: Vice President PrinName (CORPORATE SEAL) JAAIL4 VILLAGE OF TEQUESTA PrLtNamV. he B j � - Name: Nom 1 1- — Print Name: Title: v j- L�i N G z-: rA tl,-u (SEAL) Attest: Name: - j - oA•NN "A4 A N t 6LL. o `— Title: vi LL4& - cLC rz1L GARE \ENC\ 14566\26178 \indem.01 a [TEQUESTA I] 3 EXHIBIT "A" LEGAL DESCRIPTION A PARCEL OF LAND LYING IN THE NORTHWEST QUARTER OF SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 EAST, PALM BEACH. COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 30. THENCE BEAR NORTH 89 °57'08" WEST. ALONG THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE NORTHWEST QUARTER, A DISTANCE OF 26.19 FEET; THENCE SOUTH 17 °17'07" EAST, ALONG A LINE PARALLEL WITH THE WESTERLY RIGHT- OF -MIAY LINE OF U.S. HIGHWAY NO. 1, AS SHOWN ON THE FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT -OF -WAY MAP SECTION 93040 -2503, BEING THE BEARING :EASE FOR THIS DESCRIPTION, A DISTANCE OF 153.99 FELT TO THE POINT OF BEGINN ING; THENCE CONTINUE SOUTH 17" 17'07" EAST A DISTANCE OF 192.16 FEET TO T]-LE INTERSECTION WITH THE WESTERLY EXTENSION OF THE NORTH LINE OF A PARCEL OF LAND DESCRIBED IN DEED BOOK 1097, PAGE 379, PALM BEACH COUNTY, FLORIDA, PUBLIC RECORDS: THENCE SOUTH 89°43'22" EAST, ALONG.SAM EXTENSION, A, DISTANCE OF 37.87 FEET; THENCE SOUTH 17 °17'07" EAST A DISTANCE OF 251.98 FEET TO THE INTERSECTION WITH THE NORTH RIGHT -OF - WAY LTNE OF VILLAGE BQUL.EVARI), BEING A CURVE CONCAVE TC THE SOU 111EAST, HA%r2IG A Fs'JDIUS OF 7:.5.00 IFEET AND WHOSE CENTER BEiiRS SOUTH 03 °52'08" EAST; THENCE SOUTH ALONG SAID CURVE. THPOUGH A CENTRAL. ANGLE OF 21 °15'21 ", A DISTANCE OF 268.96 FEET; THENCE NORTH 17° 1 T07" WEST A DISTANCE OF 442.56 FEET. THENCE NORTH 72 °42'53" EAST A DISTANCE OF 231.00 FE TO THE POINT OF BEGINNING 1 t