HomeMy WebLinkAboutRelease, Hold Harmless and Indemnification AgreementRELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement"), is made and entered into this 25 day of August , 20 20, by
24 Plaza Corp. a Florida corporation ("Applicant") to the City of
Miami, Florida, a municipal corporation of the State of Florida, in the County of Miami -Dade
("City"); and
WHEREAS, the
Street Closure
Applicant has applied to the City for
("Request(s)") for the Property located at
approximately 455 NE 23 Ter, 2340 NE 5 Ave, 420 NE 24 St, 500 NE 24 St, 2321 NE 5 Ave, 2328 NE 6
Ave,2336 NE 6 7Vve, 2344 NE 6 7Vve, 2395 NE 6 7Vve, 2341 NE 6 7Vve, 2311 NF6 Ave,
2301 NE 6 Ave, 2320 NE 7 Ave, 2340 NE 7 Ave, 708 NE 24 St, 700 NE 24 St, 2347 NE 7 Ave,
414 NE 24 Street, 2339 NE 4 Avenue, 2337 NE 4 Ave, 725 NE 24 St, 711 NE 23 Ter, 701 NE
23 Street, 2330 NE 7 Ave and 2320 NE 6 Ave.
("Property"); and
WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter
defined); and
WHEREAS, the City has been holding virtual public meetings due to the Novel
Coronavirus ("COVID-19") pandemic pursuant to the Governor's Executive Order Number 20-
69, as extended by Executive Orders 20-112 and 20-139, which suspends any statutory
requirement that physical quorum be present in order to hold a public meeting and permits local
governments to use communications media technology to hold public meetings; and
WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders
associated with the COVID-19 pandemic, including Emergency Order 10-20 which provides that
no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or
government facility open to the public in the County, with some exceptions; and
Release, Hold Harmless, and Indemnification Page 1 of 8
WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28, 2020, which,
inter alia, modified the requirements regarding the swearing in of parties and participants for any
planning and zoning items and quasi-judicial hearings, including all appeals from both,
(collectively, "Proceedings") during the COVID-19 pandemic; and
WHEREAS, Ordinance No. 13903 temporarily suspends any requirement of members of
the general public who are not parties to be sworn in and temporarily allows parties to appear
virtually and make arrangements to be sworn in by oath or affirmation in -person at their location
by an individual qualified to perform such duty or be physically present at City Hall to be sworn
in by oath or affirmation by the City Clerk; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with the all Federal, State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the
employees and residents of the City; and
WHEREAS, the Applicant still wishes to proceed with the virtual Proceedings as described
herein on its Request(s) at their own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with virtual Proceedings on the Request(s);
NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward
with the virtual Proceedings on the Request(s), subject to the terms and conditions set forth herein,
and in further consideration of these premises, the Applicant does hereby agree as follows:
1. The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as if fully set forth in this Section.
Release, Hold Harmless, and Indemnification Page 2 of 8
2. The Applicant understands that they have the option to wait until the COVID-19
pandemic ends to proceed with the Proceedings required for the Applicant's Request(s).
Notwithstanding this option, the Applicant has requested to move forward with its Request(s)
without delay.
3. The Applicant acknowledges and agrees that if they proceed with their Request(s)
without delay, the City will hold virtual Proceedings on the Applicant's Request pursuant to the
Governor's Executive Order and Ordinance No. 13903 as described above, with the Applicant, the
Applicant's representative(s), and all those that intend to testify required to make arrangements to
be sworn in by oath or affirmation in -person at their off -site location by an individual qualified to
perform such duty or to coordinate with the City to be sworn in at City Hall.
4. The Applicant also acknowledges that per Ordinance No. 13903, the general public will
not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation,
but will have several different avenues for public comment, which may include prerecorded phone
and video submission, an online public comment form, and preregistration for a live call back
during the meeting.
5. The Applicant, for themselves, their heirs, grantees, personal representatives,
successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge,
and covenant not to sue the City, and its officers, officials, directors, employees, personnel,
volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, "Released Parties") from any and all claims, demands, suits, causes of action
(including by way of illustration and not limitation, actions to challenge, set aside, or void any
proceeding or entitlement; actions to assert any constitutional, due process, or property rights
Release, Hold Harmless, and Indemnification Page 3 of 8
claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any
and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and
settlements in any way based on, arising from, relating to, incidental to, or connected to, directly
or indirectly, in whole or in part, any one or more of the following enumerated matters
(collectively, "Released Matters"): (i) this Agreement; (ii) the virtual Proceedings on Applicant's
Request(s), including, without limitation, the City's procedures found in Ordinance No. 13903,
the swearing -in procedures, the public comment procedures, the scheduling procedures, and all
other aspects involving the virtual Proceedings and the City's procedures thereon (including,
without limitation, any due process claim(s), claim(s) of defective notice, or any other claim(s)
arising from the format, legal sufficiency, or technological specifications of the virtual Proceedings
or communications media technology used to conduct the virtual Proceedings); (iii) the City's use
of communications media technology and inability of the City to conduct an in -person meeting
while social distancing guidelines remain in place; or (iv) any and all third -party claim(s),
challenge(s), appeal(s), or other proceeding(s) arising from any of the matters described in this
Section, in whole or in part.
6. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties
against any and all claims, demands, suits, causes of action (including by way of illustration and
not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to
assert any constitutional, due process, or property rights claims or violations; any actions or claims
for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and
expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings
Release, Hold Harmless, and Indemnification Page 4 of 8
[administrative, trial, and appellate levels] for any and all defense, investigation, or processing
thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising
from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of
the Released Matters.
7. Nothing herein is intended to waive or deprive Applicant of its right to appeal a
determination of the body for reasons wholly unrelated to, and not at all associated with, the virtual
nature of the Proceedings, to the extent such a right to appeal exists.
8. The Applicant is voluntarily executing this Agreement and has not been pressured,
forced, threatened, or coerced to execute this Agreement or to proceed with the virtual Proceedings
required for the Applicant's Request(s). The Applicant understands that they have a right to
consult with an attorney before signing this Agreement and have either consulted with an attorney
or knowingly and voluntarily decided not to consult with an attorney. The Applicant is not under
the influence of any drugs, alcohol, medication, any other narcotic or have any mental illness that
might tend to affect the ability to knowingly enter into this Agreement and move forward with the
Proceedings.
9. The Applicant has read and understand(s) the terms of this Agreement.
10. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice
the City's right to impose protections pursuant to State, County, City, or any other agency orders,
regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public
health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped
from enforcing the terms of this Agreement for any reason.
11. Invalidation of any of provisions of this Agreement by judgment of a court shall not
affect any of the other provisions, which shall remain in full force and effect.
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12. The undersigned confirms that they are the authorized representative(s) of the
Applicant, are authorized to enter this Agreement, and have authority to bind the Applicant. As
applicable, the most recent Sunbiz and a duly adopted Resolution from the Applicant entity is
attached hereto.
13. This Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, and such counterparts shall together constitute but one
and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature
of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall
be binding and have the same effect as original signatures.
[Signature pages follow]
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Release, Hold Harmless, and Indemnification Page 6 of 8
IN WITNESS WHEREOF, the Applicant has caused these presents to be executed and
signed in its name by its proper officer on the day set forth above.
Signed, Sealed and Delivered
24 PcpZrl Cote,
(Name of Applicant)
a 60A P01A+;01y
(Type of Compoqyl or Individual)
By:
(Signature)
leaf Fenneran do Nelo
(Name of Person Authorized to Sign)
11alC�1\
(Title)
STATE OF El L )
COUNTY OF P(,(A-4, ))SS
The foregoing instrument was acknowledged before me by means of Y""physical
presence OR online notarization, this _S_ day of Ui4- 20'1 by
Aa,A V� dr. O. 6 a 14 P(U2-L L,vr as chi of
Z'( PIA-1-4- C� - Personally Known - ,-! or Produced Identification
Type of Identification Produced
Florida
7SARA0Q1UEND0�,-,f
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Print dr Stamp N me:
Notary Public, State of
Commission No.: 13 `l 0
My Commission Expires:
Release, Hold Harmless, and Indemnification Page 7 of 8
CITY OF MIAMI, a municipal corporation of the
State of Florida
al
Arthur Noriega, V
City Manager
ATTESTED:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria Mdndez, City Attorney
Release, Bold Harmless, and Indemnification Page 8 of 8
State qf Florida
Department of State
I certify from the records of this office that 24 PLAZA CORP. is a corporation
organized under the laws of the State of Florida, filed on October 22, 2009.
The document number of this corporation is P09000087366.
I further certify that said corporation has paid all fees due this office through
December 31, 2020, that its most recent annual report/uniform business report
was filed on February 20, 2020, and that its status is active.
I further certify that said corporation has not filed Articles of Dissolution.
Given under my hand and the
Great Seal of the State of Florida
at Tallahassee, the Capital, this
the Fourteenth day of May, 2020
Secretary a ` tatc
Tracking Number: 6640719579CU
To authenticate this certificate,visit the following site,enter this number, and then
follow the instructions displayed.
https:Hservices.sunbiz.org/FilingsICertificateOfstatu sICertificateAuthentication
CORPORATE RESOLUTION
24 PLAZA CORP.
The undersigned, being the Director of 24 Plaza Corp., a Florida corporation
("Corporation"), does hereby certify that the following is a true and correct copy of a resolution
duly adopted by the Unanimous Consent of the Board of Directors of the Corporation.
WHEREAS, the undersigned Martin Ferreira de Melo, believes it is in the best interest
of the Corporation to submit an application to the City of Miami seeking approval of the
subdivision of land in accordance with Florida Statutes Chapter 177, Miami Dade County
Ordinances Chapter 28 and City of Miami Code of Ordinances Chapters 54 and 55, as amended;
WHEREAS, the Corporation seeks to submit to the local governing agencies a Tentative
Plat and Final Plat to be known as ISLAND BAY, along with any other legal instruments as may
be needed in order to complete the ISLAND BAY;
NOW, THEREFORE, it is RESOLVED, that Martin Ferreira de Melo, as Director of
the Corporation, has been authorized, empowered and directed to do or cause to be done all such
acts, actions and things that may be necessary, desired or appropriate in connection therewith,
incidental thereto or in furtherance thereof, for the purpose of executing and delivering in the
name of and on behalf of the Corporation any and all necessary documents for the processing of
the Tentative Plat and Final Plat for ISLAND BAY.
RESOLVED, that Corporation in compliance with Florida Statutes 177.081, entitled
"Dedication and approval" hereby grants the undersigned the authority to execute any and all
necessary documents required by the local governing agencies, including but not limited to the
authority to execute any documents conveying fee simple title, applications, easements,
covenants.
RESOLVED, that the taking of any action or the execution and delivery of any
document authorized by the foregoing resolution in the name and on behalf of the Corporation
by Martin Ferreira de Melo, as Director of the Corporation, be, and are hereby authorized and
empowered to be, deemed conclusive proof of the approval thereof by the undersigned; and
RESOLVED, that the authorities hereby conferred shall be deemed retroactive, and any
and all acts authorized herein that were performed prior to the passage of this resolution be and
ACTIVE 19329594v2
Corporate Resolution
Page 2 of 2
they hereby are, approved, ratified and confirmed in all respects.
IN WITNESS WHEREOF, the undersigned have executed this Corporate Resolution in
order to give their consent thereto effective as of the Jr! day of aq2020.
24 Plaza, Corp., a Florid Corporation
By: a/,
Martin Ferreira de Melo, as Director
STATE OF FLORIDA
SS:
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means of DKPhysical presence
or [ ] online notarization, this J_j- day of a',- . 2020 by Martin Ferreira de Melo as
Director of 24 Pl Co ., a Florida corporation, on behalf of the corporation. He/she/they
is/are personally nown t me or produced as identification and did not
take an oath.
[NOTARIAL SEAL]
SARAOQUENDO
NotaryPublic- StateofFlorida
Commission 0 GG 138961
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ACTIVE 19329594V2
Notary. v!i
Print Name ,
NOTARY PUBLIC, STATE OF
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