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HomeMy WebLinkAboutExhibit 2ADDENDUM TO AIRSPACE AGREEMENT This Agreement, is made this day of Item/Segment No. 2515611 WPI No. 6141793 State/Job No. 87270-2426 FAP No. 0951 067 I SR No. 9A, I-95 County Miami -Dade , 2005, and shall serve as an Addendum to the Airspace Agreement dated , 2005, by and between the FLORIDA DEPARTMENT OF TRANSPORTATION (FDOT), as Lessor and the CITY OF MIAMI, as Lessee. In addition to the provisions contained in the Airspace Agreement, the following terms and conditions supersede the language contained in the Airspace Agreement. 1. IMPROVEMENTS The City of Miami has requested authorization and approval from FDOT and the Federal Highway Administration (FHWA) of the proposed improvements to Athalie Range Amenity Area. The improvements are shown and described in Exhibit "B" attached hereto. Any changes or additions to the improvements, described in Exhibit "B" will require additional prior approval in writing by the District Secretary for District Six, and FHWA, Any such structures or improvements shall be constructed in a good and workmanlike manner at Lessee's sole cost and expense. Lessor reserves the right to inspect, at any time, during the construction of said improvements and require changes or modifications at Lessor's sole discretion. Lessee shall implement such requests for changes or modifications immediately, at Lessee's sole cost and expense, upon notification by Lessor's authorized representative. May 3, 2005 Page 2 2. INDEMNIFICATION Section 5 is amended in its entirety to read as follows: To the extent authorized by law and only within the limitations of Section 768.28, Florida Statutes (2003) as amended, the City shall indemnify and save FDOT, its officers, employees, and agents harmless from any and all claims, liability, and causes of action which may arise out of the willful, negligent, or unlawful acts or omissions of the City, its officers, its employees, or agents in its operations, activities or obligations under this Agreement and shall pay all claims and losses of any nature whatsoever in connection therewith, including all costs, judgments, and attorneys fees, which may issue thereon; provided, however, that nothing herein shall be construed to require the City to indemnify FDOT against liability resulting from the willful, negligent, or unlawful acts of FDOT. This provision shall survive the termination of this Agreement. 3. INSURANCE Section 6 is amended in its entirety to read as follows: The City operates a self-insurance program to the extent authorized by law and only within the limitations of Section 768.28, Florida Statutes (2003) as amended. In addition, the City currently has in force property insurance covering the City's interest in the Park. Nothing in this agreement shall be construed to require the City, or FDOT, to maintain such property insurance or require that such insurance inure to the benefit of FDOT. 4. DEFAULT AND TERMINATION Superseding Section (7) (a) & (b) of the Airspace Agreement. If at any time during the term of this Agreement, or any extension thereof, any party is in default of any term, provision or covenant of this Agreement, and shall fail to remedy such default within one year after written notice from the other party, then the non -defaulting party may, at its option, terminate this Agreement by giving the defaulting party written notice of its election to terminate this Agreement at least thirty (30) days prior to said date of termination. February 3, 2005 Page 3 In the event such default on the part of the City occurs and the Department deems it necessary to request the removal of the facility and related improvements occupying the airspace, the responsible party shall, in the manner prescribed by the Department and at no cost to the State or the FHWA, accomplish the facility's removal. If the Department shall find it necessary to cancel or terminate this lease for transportation purposes then the City, upon receipt of one year written notice in advance, will remove its personal property and those improvements related to the amenity area and vacate and give up the demised premises. For the purpose of this Agreement, "Transportation Purposes" shall be defined as projects affecting the amenity area that are funded in the FDOT District Six Work Program as of the date of the termination notice. In the event FDOT requires the amenity area for permanent transportation purposes, the City will remove all amenity improvements and FDOT will reimburse the City the depreciated capital cost of the amenity improvements. The depreciated capital cost will be calculated on the basis of the capital cost multiplied by a fraction being the age of the improvements as the numerator and the anticipated life of the improvements as the denominator. The anticipated life of the improvements will not exceed the term of this Agreement. In the event FDOT requires the amenity area for temporary transportation purposes, FDOT will restore the amenity area to the condition in which it existed prior to displacement, subject to agreement between the parties on the schedule. Such agreement February 3, 2005 Page 4 will reflect the age, remainder of the lease term and condition of the improvements at the time of implementation of the temporary transportation purpose. Temporary displacement of the amenity area will not extend the lease term or the life of the improvements beyond the original anticipated life of those improvements shown in Exhibit B in this agreement and described in the airspace addendum. Upon termination of the lease term, FDOT will be under no obligation to replace the amenity improvements authorized within this document. The City of Miami acknowledges that use of the amenity area is limited to the term of the Airspace Agreement and agrees not to pursue a continuation of the use after expiration of the term. The City of Miami further acknowledges the leased area is not subject to the regulations contained within the National Environmental Policy Act. Under no circumstances will FDOT be obligated to provide alternative premises to accommodate a temporary or permanent displacement of the amenity use. An Addendum made this day of , 2005, to the Airspace Agreement, dated , 2005. All other terms and conditions of the Airspace Agreement remain unchanged and with this confirmed and ratified by Lessor and Lessee. LESSOR: STATE OF FLORIDA DEPARTMENT OF TRANSPORTATION By: District Six Secretary LESSEE: CITY OF MIAMI By: Joe Arriola, City Manager ATTEST: By: Priscilla A. Thompson, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS By: Dania Carrillo, Director Department of Risk Management APPROVED AS TO FORM AND CORRECTNESS By: Jorge L. Fernandez, City Attorney