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HomeMy WebLinkAboutExhibitAGREEMENT BETWEEN MIAMI-DADE COUNTY AND THE CITY OF MIAMI THIS AGREEMENT, by and between the City of Miami (hereinafter referred to as the "City") and Miami -Dade County (hereinafter referred to as the "County") is entered into as follows: NOW, THEREFORE, it is agreed as follows: 1. The City grants the County and the County's employees, the County's contractor(s), agents and subcontractors, access to the sites described in Exhibit A, attached hereto and made a part hereof, and authorizes same to perform certain work on those sites pursuant to the Scope of Work set forth in Exhibit B, attached hereto and made a part hereof. Exhibit C, attached hereto and made a part hereof, delineates a burn site (with air curtain incinerator system) to assist with the eradication of exotic vegetation from this project and future City of Miami projects, four (4) fill sites which will receive excavated beach quality sand and organic soils, and delineates the excavated soil distribution areas and estimated volumes of excavated soils to be placed at each distribution area. 2. The County does hereby agree to indemnify and hold harmless the City to the extent and within the limitations of Section 768.28, Fla. Stat., subject to the provisions of that Statute whereby the County shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $100,000, or any claim or judgments or portions thereof, which, when totaled with all other occurrences, exceeds the sum of $200,000, from any and all personal injury or property damage claims, liabilities, losses and causes of action which may arise solely as a result of the negligence of the County. However, nothing herein shall be deemed to indemnify the City from any liability or claim arising out of the negligent performance or failure of performance of the City or any unrelated third party. 3. The City does hereby agree to indemnify and hold harmless the County to the extent and within the limitations of Section 768.28, Fla. Stat., subject to the provisions of that Statute whereby the City shall not be held liable to pay a personal injury or property damage claim or judgment by any one person which exceeds the sum of $100,000, or any claim or judgments or portions thereof, which, when totaled with all other occurrences, exceeds the sum of $200,000, from any and all personal injury or property damage claims, liabilities, losses and causes of action which may arise solely as a result of the negligence of the City. However, nothing herein shall be deemed to indemnify the County from any liability or claim arising out of the negligent performance or failure of performance of the County or any unrelated third party, 4. The County agrees to require the County's contractors, subcontractors and all other related parties to the contractors (hereinafter referred to collectively as "Contractor") performing work pursuant to Exhibit B, at all times during the term hereof, to maintain such insurance coverage(s) as may be required by the County. In addition, the Contractor shall add the City of Miami as an additional named insured to the Contractor's commercial general liability policy, auto policies, all third -party liability coverage, and as a named certificate holder on all policies. 1 5. This Agreement shall expire upon the completion of the work on the site (as set forth in Exhibit B), or five (5) years from the effective date of this Agreement, whichever occurs first. The restoration work set forth in Exhibit B, Task 2.1, Physical Modifications, shall be completed not later than three (3) years after the effective date of this Agreement. The monitoring and maintenance activities set forth in Exhibit B, Task 2.2, Success Monitoring and Maintenance, shall be completed not later than five (5) years after the effective date of this Agreement. The County shall remove all waste materials generated by the County's employees, the County's contractor(s), agents and subcontractors during the term of this Agreement, as necessary, from the sites and shall be fully responsible for the proper disposal of all such materials in accordance with applicable laws and regulations. The County further agrees that, upon completion of the work on the site by the County, the County shall restore the sites at the County's expense to the sites' original condition, except for the work set forth in Exhibit B. 6. The access provided to the County and the County's employees, the County's contractor(s), agents and subcontractors shall be limited to the terms and conditions set forth herein and are not intended to provide any additional rights not expressly set forth herein. 7, The County and the County's employees, the County's contractor(s), agents and subcontractors shall coordinate work on the sites with City administrators to minimize interference with ingress and egress to the sites and shall require that any contractors or subcontractors performing any work at the sites implement all necessary safety precautions with respect to the work. 8. If the County fails to comply with any term or condition of this Agreement, the City, in addition to all remedies available to it by law, may terminate the Agreement. The County understands and agrees that, in the event such termination occurs, the County shall, at the County's expense, restore City property to its original condition except for any work completed to -date in accordance with this Agreement and the Class I permit. 9. This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements, and understandings applicable to the matters contained in this Agreement. The parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this Agreement, and that this Agreement contains the entire agreement between the parties as to all matters contained herein. Accordingly, it is agreed that no deviation from the terms hereof shall be predicated upon any prior representations or agreements, whether oral or written. It is further agreed that any oral representations or modifications concerning this Agreement shall be of no force or effect, and that this Agreement may be modified, altered or amended only by a written agreement duly executed by the City and the County. 10. Either City or County may terminate this Agreement without cause by providing sixty (60) days prior written notice of termination to the other party. The County Manager shall have the authority to terminate this Agreement without cause on behalf of the County. The County further agrees that, upon termination of this Agreement, the County shall restore the sites at the County's expense to the sites' original condition, except for the work completed as set forth in Exhibit B. The City and County acknowledge that the County is, to date, the sole source of funding for the Scope of Work set forth in Exhibit B and that the City shall not, contribute any funding towards this project. 2 11. This Agreement shall become effective on April 1, 2007. Each party has caused this Agreement to be executed by its duly authorized representatives. MIAMI-DADE COUNTY, FLORIDA Stephen P. Clark Center 111 N.W. 1st Street Miami, Florida 33128 BY: George M. Burgess County Manager For the Board of County Commissioners, Miami -Dade County, Florida, HARVEY RUVIN, CLERK Attest: By: Deputy Clerk ATTEST: CITY OF MIAMI, a municipal corporation Priscilla A. Thompson, City Clerk By: Pedro G. Hernandez, City Manager 3 APPROVED AS TO FORM AND APPROVED AS TO INSURANCE CORRECTNESS: REQUIREMENTS: Jorge L. Fernandez LeeAnn Brehm City Attorney Risk Management Administrator Consent of the Virginia Key Beach Park Trust The undersigned hereby consents to and approves all the terms and conditions of the foregoing Agreement as of this day of , 2007. Executed on By: David L. Shorter, Executive Director 4