HomeMy WebLinkAboutExhibit 1Indemnification and Hold Harmless Agreement
City of Miami Gibson Park, ID# 20752
INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
THIS INDEMNIFICATION AND HOLD HARMLESS AGREEMENT (the
"Agreement") is made this day. of , 2012, by the
City of Miami, a municipal corporation of the State of Florida, hereinafter designated as
the "CITY", with and in favor of Miami -Dade County, a political subdivision of the State
of Florida, its successors and assigns, hereinafter designated as the "COUNTY",
RECITALS
A. The CITY is the fee owner of the real property legally described in Exhibit "A",
hereinafter referred to as "Gibson Park"; and
B. The COUNTY owns and operates a twelve (12) inch water main located in
theoretical N.W. 4 Avenue, and a twenty (20) inch water main and a ten (10) inch
sewer main located in theoretical N.W. 13 Street, all within water and sewer.
easements and/or dedicated rights -of -way within Gibson Park; and
C. The CITY has installed improvements to Gibson Park, consisting of a fence along
N.W. 14 Street at theoretical N.W. 4 Avenue, a fence along theoretical N.W. 13
Street, and a masonry wall in theoretical N.W. 13 Street west of N.W. 3 Avenue,
all of which encroach on the water and sewer easements and/or dedicated rights -
of -way, and all of which may conflict with the operation and maintenance of the
said existing water and sewer facilities owned and operated by the COUNTY.
THEREFORE, for consideration of the premises, and for other good and valuable
consideration, the receipt and adequacy of which is acknowledged, the CITY and
COUNTY agree as follows:
1. Recitals. The Recitals are true and correct and are incorporated into this
Agreement.
2. Acknowledgement of Encroachments. The CITY hereby acknowledges and
agrees that Gibson Park has existing improvements that encroach upon the
water and sewer easements and/or dedicated rights -of -way.
3. Acknowledgment of Conflict. The CITY hereby acknowledges and agrees that
the existing improvements in Gibson Park may conflict with the operation and
maintenance by the COUNTY of said water and sewer facilities within the
easements and/or dedicated rights -of -way.
4. Title to Property. The CITY does hereby warrant that it has good title to Gibson
Park and that it has full power and authority to grant this Agreement.
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Indemnification and Hold Harmless Agreement
City of Miami Gibson Park, ID# 20752
5. Indemnification and Hold Harmless. The CITY shall, to the extent permitted by
law, at all time hereafter, indemnify and hold harmless the COUNTY, and its
officers, agents, employees and instrumentalities from any and all liability, claims,
losses and causes of action, including attorneys' fees and costs of defense,
which the COUNTY and/or its officers, employees, agents or instrumentalities
may incur as a result of claims, demands, suits, causes of actions or proceedings
of any kinds or nature arising out of, relating to or resulting from, the negligence
of the CITY and/or its officers, employees, agents or instrumentalities, during the
term of this Agreement. The CITY shall pay all claims and losses in connection
therewith, and shall investigate and defend all claims, suits or actions of any kind
or nature resulting from the City's negligence during the term of this Agreement,
in the name of the COUNTY, where applicable, including appellate proceedings,
and shall pay all costs, judgments and reasonable attorneys' fees which may
issue thereon. The CITY expressly understands and agrees that any insurance
protection required by this Agreement or otherwise provided by the CITY shall in
no way limit the responsibility to indemnify, keep and save harmless, and defend
the COUNTY or its officers, employees, agents or instrumentalities, as herein
provided. ' 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, its officers, employees, agents or instrumentalities or any other
related third party. This paragraph is subject to the limitations of Section 768.28,
Florida Statutes.
The COUNTY shall, to the extent permitted by law, at all time hereafter,
indemnify and hold harmless the CITY, and its officers, agents, employees and
instrumentalities from any and all liability, claims, losses and causes of action,
including attorneys' fees and costs of defense, which the COUNTY and/or its
officers, employees, agents or instrumentalities may incur as a result of claims,
demands, suits, causes of actions or proceedings of any kinds or nature arising
out of, relating to or resulting from, the negligence of the COUNTY and/or its
officers, employees, agents or instrumentalities, during the term of this
Agreement. The COUNTY shall pay all claims and losses in connection
therewith, and shall investigate and defend all claims, suits or actions of any kind
or nature resulting from the COUNTY's negligence during the term of this
Agreement, in the name of the CITY, where applicable, including appellate
proceedings, and shall pay all costs, judgments and reasonable attorneys' fees
which may issue thereon. The COUNTY expressly understands and agrees that
any insurance protection required by this Agreement or otherwise provided by
the COUNTY shall in no way limit the responsibility to indemnify, keep and save
harmless, and defend the CITY or its officers, employees, agents or
instrumentalities, as herein provided. 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, its officers, employees,
agents or instrumentalities or any other related third party. This paragraph is
subject to the limitations of Section 768.28, Florida Statutes.
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Indemnification and Hold Harmless Agreement
City of Miami Gibson Park, ID# 20752
6. Authorization. The CITY warrants and represents that it has received the
necessary City Commission authorization to enter into this Agreement and that
the person signing this Agreement on behalf of the CITY has been duly
authorized to do so.
7. Entire Agreement. This Agreement constitutes the entire agreement between the
CITY and the COUNTY with respect to the specific subject matter hereof and
supersedes all prior negotiations, agreements, understandings and
arrangements, both oral and written, between the CITY and the COUNTY with
respect to such specific subject matter. This Agreement may not be modified in
any way, except by a written instrument executed by each of the parties.
8. Severability. The invalidity of any one or more of the words, phrases, sentences,
clauses or sections contained in this Agreement shall not affect the enforceability
of the remaining portions of this Agreement or any part hereof, all of which are
inserted conditionally on their being valid in law. In the event that any one or
more of the words, phrases, sentences, clauses or sections contained in this
Agreement shall be declared invalid by court of competent jurisdiction, then, and
in any such event, this Agreement shall be construed as if such invalid word or
words, phrase or phrases, sentence or sentences, clause or clauses, or section
or sections had not been inserted.
9. Wavier. The waiver of either party of a breach or violation of any term or
provision of this Agreement by the other party shall not operate nor be construed
as a waiver of any subsequent breach or violation of any provision of this
Agreement or of any other right or remedy.
10. Venue. Venue for any litigation hereunder shall be in the Circuit Court in Miami -
Dade County, Florida. Each party shall bear its own attorney's fees.
11. Governing Law. This Agreement shall be construed in accordance with the laws
of the State of Florida.
12.Conflict Resolution. The parties (in lieu of termination) may seek to negotiate
conflicts between them arising under this Agreement pursuant to the "Florida
Governmental Conflict Resolution Act, Section 164.101-1061, Fla. Stat.
13. Force Majeure. Neither party shall be liable to the other for damages in the event
of any loss, damage, claim, delay or default arising by reason of Acts of God,
storm, fire, flood, earthquake, labor disturbance (including strikes, boycotts,
lockouts, etc.), war or terrorism, civil commotion, intentional torts of others,
criminal activity of others, shortages or unavailability of labor, present or future
governmental law, ordinance, rule, or regulation, disruption of postal, banking,
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Indemnification and Hold Harmless Agreement
City of Miami Gibson Park, ID# 20752
electrical, telephone or other utility service, or other cause beyond the control of
the party sought to be charged.
SIGNATURES APPEAR ON FOLLOWING PAGES
Indemnification and Hold Harmless Agreement
City of Miami Gibson Park, ID# 20752
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officials as of the day and year above written.
WITNESSETH: MIAMI-DADE COUNTY
signature
By:
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signature
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STATE OF FLORIDA
COUNTY OF MIAMI-DADE
Jose F. Soto, Chief, New Customer Division
For: John W. Renfrow, P.E., Director
Miami -Dade Water and Sewer Department
The foregoing instrument was acknowledged before me this day of
, 2012, by Jose F. Soto, Chief, New Customer Division,
for John W. Renfrow, P.E., Director, of the Miami -Dade Water and Sewer Department,
who is personally known to me and did not take an oath.
Notary Public
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Indemnification and Hold Harmless Agreement
City of Miami, Gibson Park, ID# 20752
ATTEST:
THE CITY OF MIAMI, A MUNICIPAL
CORPORATION OF THE STATE OF
FLORIDA
By: (SEAL) By: (SEAL)
Priscilla Thompson, CMC, Johnny Martinez, P.E.,
City Clerk City Manager
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of
, 2012, by Johnny Martinez , as City Manager, and
Priscilla Thompson , as City Clerk, of the City of Miami, a municipal corporation of
the State of Florida. They are personally known to me and did not take an oath.
Notary Public
print name Serial Number
Pursuant to City Resolution No. , adopted , 2012.
Approved as to Insurance Requirements: Approved as to Legal Form and Correctness:
By: By:
Calvin Ellis, Director, Risk Management Office Julie O. Bru, City Attorney
Approved for Legal Sufficiency:
Assistant County Attorney
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Indemnification and Hold Harmless Agreement
City of Miami Gibson Park, ID# 20752
EXHIBIT "A"
INDEMNIFICATION AND HOLD HARMLESS AGREEMENT
BY
THE CITY OF MIAMI
TO
MIAMI-DADE COUNTY
LEGAL DESCRIPTION
ALL THOSE LOTS, PIECES, 'PARCELS OR STRIPS OF LAND SITUATE, LYING AND BEING IN SECTION 36,
TOWNSHIP 53 SOUTH, RANGE 41 EAST, CITY OF MIAMI, MIAMI-DADE COUNTY, FLORIDA, CONSISTING OF
LOTS 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 AND 16 IN BLOCK 2, ALL OF LOTS 1, 2, 18, 19 AND 20,
TOGETHER WITH PORTIONS OF LOTS 2, 3, 4 AND 17 IN BLOCK 3 OF "SOST'S SUB -DIVISION", AS
RECORDED IN PLAT BOOK B AT PAGE 27; LOTS 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 AND 14 OF "PARRY'S
DIVISION OF BLOCK 8 IN JAPE'S ADDITION TO THE CITY OF MIAMI, FLORIDA," AS RECORDED IN PLAT
BOOK B AT PAGE 127; AND A PORTION OF TRACT "A" OF "MIAMI DIXIE PLAYGROUND," ACCORDING TO
THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 64 AT PAGE 149, ALL OF THE PUBLIC RECORDS OF
MIAMI-DADE COUNTY, FLORIDA, TOGETHER WITH THE UN -NAMED ALLEY, PORTIONS OF N.W. 13TH
STREET (LEMON ST.) AND N.W. 4TH AVENUE (AVENUE H) AS DEDICATED BY THE AFOREMENTIONED
PLATS AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS, VIZ.:
BEGIN AT THE NE CORNER OF LOT 1 IN BLOCK 2 AS SHOWN ON SAID PLAT OF "SOST'S SUB -DIVISION;"
THENCE S02°26'42"E ALONG THE EAST LINE OF SAID LOT 1 FOR 209.13 FEET TO THE SE CORNER OF SAID
LOT 1; THENCE DEPARTING SAID EAST LINE OF LOT 1, N89°58'32"W ALONG THE SOUTH LINE OF LOTS 1, 2,
3 AND 4 IN SAID BLOCK 2 FOR 200.03 FEET TO THE SW CORNER OF SAID LOT 4; THENCE S00°26'39"E
ALONG THE EAST LINE OF LOT 16 AND ITS SOUTHERLY PROLONGATION THEREOF FOR 254.04 FEET TO A
POINT OF INTERSECTION WITH THE NORTH LINE OF TRACT "A" AS SHOWN ON SAID PLAT OF "MIAMI DIXIE
PLAYGROUND;" THENCE S89°57'04"E ALONG THE NORTH LINE OF SAID TRACT "A" AND ITS WESTERLY
PROLONGATION THEREOF FOR 50.03 FEET TO A POINT OF INTERSECTION WITH THE WEST LINE OF LOT
13 AS SHOWN ON SAID PLAT OF "PARRY'S DIVISION OF BLOCK 8 IN JAPE'S ADDITION TO THE CITY OF
MIAMI, FLORIDA;" THENCE N00°26'19"W ALONG SAID WEST LINE OF LOT 13 FOR 5.00 FEET TO THE NW
CORNER OF SAID LOT 13; THENCE S89°57'04"E ALONG THE NORTH LINES OF SAID LOT 13 AND LOT 12 AS
SHOWN ON SAID PLAT OF "PARRY'S DIVISION OF BLOCK 8 IN JAPE'S ADDITION TO THE CITY OF MIAMI,
FLORIDA;" FOR 150.00 FEET TO THE NE CORNER OF SAID LOT 12; THENCE DEPARTING SAID NORTH LINE
OF LOT 12, S00°26'19"E ALONG THE EAST LINES OF LOTS 12, 11, 10, 9, 8, 7, 6, 5, 4, 3, 2 AND 1 AS SHOWN
ON SAID PLAT OF "PARRY'S DIVISION OF BLOCK 8 IN JAPE'S ADDITION TO THE CITY OF MIAMI, FLORIDA;"
FOR 298.40 FEET TO THE SE CORNER OF SAID LOT 1; THENCE DEPARTING SAID EAST LINE OF LOTS 12,
11, 10, 9, 8, 7, 6, 5, 4, 3, 2 AND 1, N89°46'50"E ALONG THE SOUTH LINE OF SAID LOT 1 FOR 75.00 FEET TO
THE SW CORNER OF SAID LOT 1; THENCE DEPARTING SAID SOUTH LINE OF LOT 1, N00°26'19"W ALONG
THE WEST LINE OF SAID LOT 1 FOR 5.00 FEET; THENCE DEPARTING SAID WEST LINE OF LOT 1
N89°46'50"W ALONG THE SOUTH LINE OF SAID TRACT "A" OF "MIAMI DIXIE PLAYGROUND" AND ITS
WESTERLY PROLONGATION THEREOF FOR 495.59 FEET TO A POINT OF INTERSECTION WITH THE EAST
RIGHT OF WAY LINE OF INTERSTATE 1-95 (MIAMI EXPRESSWAY/STATE ROAD NO. 9), THE LOCATION OF
WHICH IS MORE FULLY DESCRIBED IN THAT CERTAIN RIGHT OF WAY MAP AS RECORDED IN ROAD PLAT
BOOK 83 AT PAGE 21 OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA; THENCE N24`59'05"W
ALONG SAID EAST RIGHT OF WAY LINE OF INTERSTATE 1-95 FOR 351.07 FEET; THENCE N12°34'55"W
ALONG SAID EAST RIGHT OF WAY LINE OF INTERSTATE 1-95 FOR 29.33 FEET; THENCE N01 °14'36"W ALONG
SAID EAST RIGHT OF WAY LINE OF INTERSTATE 1-95 FOR 156.48 FEET; THENCE N26°54'41"E ALONG SAID
EAST RIGHT OF WAY LINE OF INTERSTATE 1-95 FOR 182.93 FEET; THENCE NORTH ALONG SAID EAST
RIGHT OF WAY LINE OF INTERSTATE 1-95 FOR 83.00 FEET TO A POINT OF INTERSECTION WITH THE
NORTH LINE OF SAID BLOCK 3 OF "SOST'S SUB -DIVISION;" THENCE EAST ALONG SAID NORTH LINE OF
BLOCK 3 FOR 87.27 FEET TO THE NE CORNER OF LOT 1 IN SAID BLOCK 3 OF "SOST'S SUB -DIVISION;"
THENCE DEPARTING SAID NORTH LINE OF BLOCK 3, S00°26'31"E ALONG THE EAST LINE OF SAID LOT 1 IN
BLOCK 3, FOR 10.00 FEET; THENCE DEPARTING SAID EAST LINE OF LOT 1 IN BLOCK 3, EAST FOR 50.00
FEET TO A POINT OF INTERSECTION WITH THE WEST LINE OF LOT 10 IN SAID BLOCK 2 OF "SOST'S SUB-
DIVISION;" THENCE NOO°26'31'W ALONG SAID WEST LINE OF LOT 10 IN BLOCK 2 FOR 10.00 FEET TO THE
NW CORNER OF SAID LOT 10 IN BLOCK 2; THENCE EAST ALONG THE NORTH LINE OF SAID BLOCK 2 OF
"SOST'S SUB -DIVISION" FOR 500.06 FEET TO THE POINT OF BEGINNING.
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