HomeMy WebLinkAboutAgreement SRHOLD HARMLESS AND INDEMNIFICATION AGREEMENT
Ernesto Cambo, (the "Indemnitor") , an adult individual having a principal address of
4225 Lake Rd. Miami, Fl. 33137 enters into this Hold Harmless and Indemnification Agreement
the ("Agreement") Aith the CITY OF MIAMI , a Florida municipal corporation, (the
"Indemnitee") this a day of May , 2007.
INDEMNIFICATION PROVISIONS
The Indemnitor shall defend, indemnify and hold lndemnitee, its officials and employees,
harmless from and against any loss, costs, expenses, deficiency, liability, judgment, or damage
(including related counsel fees , at trial and appellate proceedings, and court costs) (collectively,
"Losses") resulting to Indemnitee for any action based, in whole or in part, on the impairment of
contractual obligations related to or arising from the amendment to City of Miami Code § 29-84
passel un or about May 24, 2007 (the "C3de Amendment"). lndemnitor covenants not to soc
the City of Miami, its officials or employees in any action or proceeding arising out of the Code
Amendment or the Agreement.
The obligations of the lndemnitor to defend, indemnify and hold Indemnitee harmless, as
set forth herein, shall be conditional upon the Indemnitor having received timely written notice
from Indemnitee (which shall mean not more than ninety (90) days from when the City receives
actual notice of a claim) of any claim of liability asserted against it which would, if sustained,
give rise to an indemnification obligation hereunder. Notice shall be sufficient if mailed by
regular U.S. mail to the lndemnitor at 4225 Lake Rd. Miami, Florida 33137. Indemnitor shall
have a duty to provide notice to the City of Miami of any address change within 30 days of
relocation.
The Indemnitor shall be entitled to assume the investigation or any such action brought to
enforce any such liability or claim and shall be conducted at the Indemnitor's cost by counsel of
good standing selected by it and approved by the City Attorney for the City of Miami. After
notice from the Indemnitor to Indemnitee of the Indemnitor's election to assume such defense,
no legal or other expenses subsequently incurred by lndemnitee in connection with such defense
(other than direct expenses incurred at the request of the Indemnitor or pursuant to an obligation
of lndemnitee to reasonably cooperate with the Indemnitor in assisting such defense as is needed
and requested by Indemnitor ) shall be taken into account in determining the Indemnitor's
obligation hereunder.
If the Indemnitor does not assume such defense within thirty (30) days of such written
notice from Indemnitee, then Indemnitee shall be entitled to assume said defense through counsel
it selects, the fees and costs of which, and related court costs, shall be borne entirely by the
Indemnitor. The Indemnitee will be able to enforce such claim by any proceeding in law or
equity as it deems in its best interests including without limitation an action for specific
performance and/or injunctive relief. Indemnitee shall additionally be entitled to recover its court
costs and reasonable attorney's fees against the Indemnitor if it must institute or maintain any
action to enforce this Indemnity.
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With respect to any issue involved in such claim, demand, lawsuit or other proceeding,
the party assuming the defense therefore shall have the sole right to settle or otherwise dispose of
such claim, demand, lawsuit or other proceeding on such terms as it, in its sole discretion, shall
deem appropriate, except that where such settlement affects any of the assets or the business, or
where the settlement involves some form of injunctive relief or other non -monetary restriction,
the settling party shall obtain the other party's written consent, which consent shall not be
unreasonably withheld providing that the Indemnitor's obligation to pay or discharge such claim,
demand or lawsuit shall continue in operative force and effect regardless of which party assumes
the defense under this section. Ifthe settlement affects any legislative or administrative action of
the Indemnitee which would normally require the approval of the City Commission and/or City
Manager in which case it shall be the obligation of the Indemnitor to obtain such approval in due
course.
This Ho Harmless and Indemnity shall be binding upon the Indemnitor for a period cf
five (5) years i o the date it is executed. Indemnitor has consulted with his counsel Tew,
Cardenas L ', • has received the benefit of their legal advice prior to signing this indemnity.
This Inde it is sub' ct to being tendered into the public record by Indemnitor or its agent and
bein _;�;e ! t + ,by j ity of Miami at a public meeting.
IND N TOR
ERNEST • AMBO
Print Name
Witness
Print Name
Ii-
iA 1
Print Name
Sworn to and subscribed before me this fiAl
day of WI , 2007. The
foregoing instrument was acknowledged before me by LC ne (Mk)
, who has produced as identification and/or js personally known to me and who
did/did not take an oath.
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
MY COMMISSION EXPIRES: 3I
NOTARY PUBLIC -STATE OF FLORIDA
Marisel A. Othon
Commission #DD4i3561
Expires: MAR 31, 2009
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NOTARY PUBLIC
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PRINT NAME
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