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HomeMy WebLinkAboutExhibit 1ACCESS AND INDEMNIFICATION AGREEMENT BETWEEN THE CITY OF MIAMI AND MIAMI-DADE COUNTY This Access and Indemnification Agreement (the "Agreement") is made and entered into this day of , 2012, by and between the City of Miami ("City"), a municipal corporation of the State of Florida and Miami -Dade County ("County"), a political subdivision of the State of Florida. WITNESSETH WHEREAS, the City is the fee simple owner of certain real property located at 3501 Rickenbacker Causeway (Folio No. 01-4217-000-0010), Miami, Florida, known as Marine Stadium and Dinner Key Islands in Miami, Florida depicted in Exhibits 'A' and 'B' respectively, attached hereto and made a part hereof ("Property"); and WHEREAS, the County is undertaking a coastal/environmental project entitled "Marine Stadium Basin and Dinner Key Islands Shoreline Stabilization Project" ("Project"); and WHEREAS, the City and the County have determined that the Project is in the best interest of the parties and it is of a mutual benefit to the residents of the City of Miami and Miami -Dade County; and WHEREAS, the City grants to the County, its agents, representatives, employees or contractors herein after collectively referred to as "County," a non-exclusive permit, to enter and remain upon the Property, for the sole and limited purpose of perfouiiing certain work within the scope of the Project relating to planting shoreline stabilization vegetation below the water -line along the Marine Stadium Basin and Dinner Key Islands and creating construction -related improvements below the waterline along the Marine Stadium Basin and Dinner Key Islands, and for no other purpose whatsoever without permission of the City Commission; and WHEREAS, the City grants the County access to perform the work specified herein, limited to below the waterline along the Marine Stadium Basin and Dinner Key Islands. All work performed by the County under this agreement is limited to the area below the waterline along the Marine Stadium Basin and Dinner Key Islands; and shall not include or interfere with the commercial marina operations near or within the Property in any way. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants herein set forth, the parties hereto agree as follows 1. EFFECTIVE DATE AND TERM: This Agreement shall take effect upon its execution, following approval.by the Board of City Commissioners and Board of County Commissioners and shall continue for a period of twenty-four (24) months from the date of notice by the County. If additional time is required, the County shall notify the City, in writing, at least ten (10) days prior to the commencement of the work. Ae- 0.-d 2_ 2. FUNDING: The County shall find and expend the funds necessary to construct the Project. 3. PERMITS AND APPROVALS: The County shall acquire at its sole expense, all necessary or applicable peiuiits (local, state, and federal) and all necessary or applicable approvals (local, state, and federal) to implement the construction of the Project. 4. SELF- INSURANCE: The County is self -insured in accordance with and subject to the limitations of Section 768.28, Florida Statutes, and shall provide written evidence of acceptable self-insurance under the laws of the State of Florida to the City's Department'of Risk Management Director, 444 SW 2nd Av. 9th Floor, Miami, Fl. 33130 prior to execution of this Agreement, The County represents that its self-insurance program covers actions to recover for injury or loss of property, personal injury, or death caused by the negligent or wrongful acts or omission of its officers and employees. 5. INDEMNIFICATION/CONTRACTOR'S INSURANCE: A. INDEMNIFICATION To the extent authorized by Florida law, the County hereby agrees to indemnify, defend, save and hold harmless the City and its respective officers, and employees, to the extent of all the limitations included with Section 768.28, Florida Statutes, from all claims, demands, liabilities, damages, losses, and suits of any nature whatsoever resulting from the County's actions under this Agreement, or arising out of, because of, or due to the breach of this Agreement by the County, its agents or employees. It is specifically understood and agreed that this indemnification clause does not cover or indemnify the City for its sole negligence or breach of contract. The County hereby voluntarily and knowingly waives any and all claims against the City for personal injury or property damage sustained by the County, arising out of or related to the activities undertaken by the County, its agents, employees, contractors, sub -contractors, or consultants upon the Property or in connection with the work, and release the City for any claims in connection therewith. The County, its agents, representatives, or contractors cannot, under Florida law, place any type of lien or encumbrance on the property. Notwithstanding any other term or provision herein, it is expressly understood and agreed by the County that the City is not responsible, liable, or otherwise answerable to pay any fee, cost, expense, reimbursement or other monetary compensation to the County, its agents, representatives, employees or contractors for their work or their services under this Agreement. , To the extent authorized by Florida law, the City hereby agrees to indemnify, defend, save and hold harmless the County and its respective officers, and employees, to the extent of all the limitations included with Section 768.28, Florida Statutes, from all claims, demands, liabilities, damages, losses, and suits of any nature whatsoever resulting from the City's actions -under this 2 Agreement, or arising out of, because of, or due to the breach of this Agreement by the City, its agents or employees. It is specifically understood and agreed that this indemnification clause does not cover or indemnify the City for its sole negligence or breach of contract. The City hereby voluntarily and knowingly waives any and all claims against the County for personal injury or property damage sustained by the City, arising out of or related to the activities undertaken by the City, its agents, employees, contractors, sub -contractors, or consultants upon the Property or in connection with the work, and release the County for any claims in connection therewith. The City, its agents, representatives, or contractors cannot, under Florida law, place any type of lien or encumbrance on the property. Notwithstanding any other tern or provision herein, it is expressly understood and agreed by the City that the County is not responsible, liable, or otherwise answerable to pay any fee, cost, expense, reimbursement. or other monetary compensation to the City, its agents, representatives, employees or contractors for their work or their services under this Agreement. B. INSURANCE The following insurance requirements will apply. Within ten (10) days from Notice of Award the contractor shall purchase and maintain such insurance as will protect him from claims set forth below which may arise out of or result from the contractor's operations under the Contract, whether such operations be by himself or by any Sub -Contractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: Contractor shall purchase and maintain such insurance as required by Exhibit C- Insurance Requirements. C. CERTIFICATE OF INSURANCE: Proof of insurance must be timely submitted, updated and transmitted to the City Risk Manager, whom shall review and comment upon or approver all required insurance. Certificate of Insurance shall contain a provision that coverage afforded under the policies will not be cancelled until at least (30) days prior written notice has been given to the City's Risk Manager. The City must be named as additional insured on all coverage with the exception of Workmen's Compensation. Policies shall be issued by companies authorized to do business under the Laws of the State of Florida. Policyholders and Financial Ratings must be no less than "A-" and Class (V) respectively in the latest edition of "Best's Key Rating Guide", published by A.M Best Company. 6. THIRD PARTY BENEFICIARY: This Agreement is solely for the benefit of the parties hereto and no third party shall be entitled to claim or enforce any rights hereunder. 3 7. COMPLIANCE WITH LAWS: The parties shall comply with applicable federal, state and local laws, codes, ordinances, rules and regulations in performing their respective duties, responsibilities, and obligations pursuant to this Agreement and with all applicable laws relating to the Project. The parties shall not unlawfully discriminate in the performance of their respective duties under this Agreement. 8. NO PARTNERSHIP: Nothing contained herein shall make, or be construed to make any party a principal, agent, partner or joint venture of the other. 9. HEADINGS: Title and paragraph headings are for convenient reference and are not a part of this Agreement. 10. AUTHORITY: Each of the parties hereto acknowledges it is duly authorized to enter into this Agreement and that the signatories below are duly authorized to execute this Agreement in their respective behalf. 11. ENTIRE AGREEMENT. AMENDMENTS: This document incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained herein and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this agreement that are not contained in this document. Accordingly, the parties agree 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 no modification, amendment or alteration in the teHnis contained herein shall be effective unless set forth in writing in accordance with this section. No modification, amendment or alteration in the teuuus or conditions contained herein shall be effective unless contained in a written document prepared with the same or similar foiivality as this Agreement and executed by the parties. 12. NOTICES: • Any and all notices required to be given under this Agreement shall be sent by first class mail, addressed to the following: To the City: Attention: Alice Bravo, P.E. Assistant City Manager/Chief of Infrastructure City of Miami 444 SW 2nd Avenue, 10th Floor 4 Miami, Florida 33130 (305) 416-1025 With a Copy to: Attention: Director of Public Facilities City of Miami 444 SW 2nd Avenue, 3rd Floor Miami, Florida 33130 (305) 416-1458 To the County: Attention: Gary Milano Environmental Resources Project Supervisor Miami -Dade County Regulatory and Economic Resources (RER) 701 NW 1st Court Miami, Florida 33136 (305) 372-6851 13. FLORIDA GOVERNMENTAL CONFLICT RESOLUTION ACT. The City and the County shall attempt to resolve any disputes, controversies or claims that may arise between them under the provisions of this Agreement under the provisions of the Florida Governmental Conflict Resolution Act, Chapter 164, Florida Statutes. 5 IN WITNESS WHEREOF, the parties hereto caused this Access and Indemnification Agreement to be executed this day of , 2012. ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida By: By:_ Priscilla A. Thompson, City Clerk Johnny Martinez, P.E., City Manager APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM REQUIREMENTS AND CORRECTNESS By: By: Calvin Ellis, Director Julie O. Bru Risk Management Department City Attorney ATTEST: HARVEY RUVIN CLERK OF THE BOARD MIAMI-DADE COUNTY, FLORIDA BY ITS BOARD OF COUNTY COMMISSIONERS By: By: Deputy Clerk County Mayor or County Mayor's Designee Approved by County Attorney as to form and legal sufficiency By: County Attorney 6 EXHIBIT A "PROPERTY" 36nternat 3ntprobemettt Junb, fiptati of f loriba EXIIIBIT B DEED NO. 1 18 XNOW ALL MEN- BY- TTHESE. pp„g Z TS4. Tha-t..the undersigned, the Trustees of the Internal Improve- ment Fund of the State of Florida, ender and by virtue of the authority of Section 253.12 Florida Statutes, 1941, and according to the provisions and procedure provided for in Section 253.13, Florida Statutes, 1941, and for and in consideration of the sum of Ten and_00L100 Dollar_and_ valuable /conside ationt gthem in hand paid by CTTY .QjIAWT Dade _ County, Florida, receipt of which is hereby acknowledged, have granted, bar- - --- gained, sold and conveyed to the said_----- CZ nF a;T n kF��-— __wand assigns, forever, the fol- and--------- lowing described Lands, to -wit: All that submerged and partially submerged land in Sections 21 and 22', 23, 26, 27 and 35, Township 5!� South, .Range 1. East, described as follows: Bounded on the Northwest by the United Staters- Bse"r= head and Bulkhead Line as established along the westerly side of Biscayne- Bay;_ Bounded on the Northeast by the Southeasterly Dro- duction of the Northeasterly right-of-way line of Kirk Street; Bounded on the Southwest by the Southeasterly pro- duction of the Southwesterly boundary of that tract of land marked "Joan M. Hopkins Lot, Lake Placid School" according to the Plat of the John M. Hopkins Lake Placid School Property, as recorded in Plat Book 6 at Page 152 of the Public Records of Dade County, Florida; Bounded on the Southeast by that land, which is con- sistently more than 6 feet below the mean -low-water surface of Biscayne Bay. PROVIDED, HOWEVER, anything herein to the .contrary notwithstanding, this deed is given and granted upon the express condition subsequent that the Grantee herein or its successors and assigns shall never sell or convey or lease the above described land or any part there- of to any private person, firm or corporation for any private use or purpose, it being the intention of this restriction that the said lands shall be used solely for public purposes, including municipal purposes and not otherwise. PROVIDED, FJRTEER, anything herein to the contrary notwithstanding, this deed is given and granted upon the further empress condition subsequent that the Grantee herein or its successors or assigns shall not give or grant any license or permit to any private per- son, firm or corporation to construct or -make by any means, any islands, fills, embankments, structures, buildings or other similar things.within or upon the above described lands or any part there- of for any private use or purpose, as distinguished from any public or municipal_ use or purpose It is covenanted.and agreed that the above conditions subsequent shall run with the land and any violation thereof shall render this deed null and void"and`the above described lands shall, in such event, revert to the Grantors dr the-r successors. TO HAVE AND TO HOLD the said above mentioned and described land and premises, and all the title and interest of the Trustees therein as granted to them by Section 253.12, Florida Statutes, 1941, unto the said -___.--_ -------_-- - CITY OFMTAMI—_-__---- and_...3 5._gitrl Pg,,crt g-- k!fflim and assigns, forever. SAVING AND RESERVING unto the Trustees of the Internal Improvement Fund of Florida, and their suc- cessors, an undivided three -fourths interest in and title in and to an undivided three -fourths interest in ala the phosphate, minerals and metals that are or may be in, on or under the said above described lands, and an undi- vided one-half interest in and title in and to an undivided one-half interest in all the petroleum that is or may be in or under the said above described land, with the privilege to mine and develop the same. IN WITNESS Wl:±EREOF, The Trustees of the Internal Improvement Fund of the State of Florida have hereunto subscribed their names and affixed their seals, and have caused the seal of the DEPARTMENT OF AGRICULTURE OF Tf1F STATE OF FLORIDA, to be hereunto affixed, at the Capitol, in the City - of Tallahassee, on this the_— 2 - `' !_. _day February oL _._ —_— , A. D. Nineteen Hundred and _. nrty—n; Ii�__----_----- ---- ------ (SEAL) Governor. —(SEAL) Comptroller. (SEAL) /%� �Trreasurer. C"Z , CF, -L<L .4,SEAL) Attorney -General. Commissioner of 'Agrien)Lnr are. State of Florida, County of pade. This instrument was filed for record ... ..day of._ 1949 at_'", _- 7 M and duly recorded Book /moo _on Fage.p0.4. .File No. Y. 1' l E. E. LEAT ERMAN erk Circuit Court _ I By 1 REFER_.NC;5 IOUAORANDLi MAP T-3433 . + • T'8434 SURVEY BOOS S•5•C• 532 3.6.5,646.,654,715 Y m • G. MAP 848 - DC'''. 1938 + -JR ° 583 - KAR• 1951 - e` 3 OFF1C1$L t�AP 6-9 DADE DTY 1946 G4RR - S' SURYET LJNMUS ISLAND MAR. tgy@DULY 1943 BAY BOTTOM LANDS$TNESON CORRESPONDENDEEs7ATE�FILE1t3} CHAPTER 24713 - (NO. 10991 REBATE BILL ND, 7111 EXHIBIT C INSURANCE REQUIREMENTS FROM GENERAL CONTRACTOR- MARINE STADIUM BASIN& DINNER KEY ISLANDS SHORELINE STABILIZATION PROJECT Commercial General Liability (Primary & Non Contributory) Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $2,000,000 Products/Completed Operations $1,000,000 Personal and Advertising Injury $1,000,000 Endorsements Required City of Miami & Miami Dade County listed as an additional insured Contingent & Contractual Liability Primary Insurance Clause Premises & Operations Liability Explosion, Collapse and Underground Hazard Loading and Unloading II. Business Automobile Liability Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto/Owned Autos/Scheduled Including Hired, Borrowed or Non -Owned Autos Any One Accident S1,000,000 Endorsements Required City of Miami & Miami Dade County listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of subrogation USL&H IF APPLICABLE IV. Employers Liability A. Limits of Liability $1,000,000 for bodily injury caused by an accident, each accident. $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit V. Umbrella Policy/Excess Liability (Excess Follow Form) A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $2,000,000 Aggregate $2,000,000 B. Endorsements Required City of Miami & Miami Dade County listed as an additional insured VI. Payment and Performance Bond $TBD City of Miami and Miami Dade County listed as Obligees VII. Protection and Indemnity (If Applicable) S1,000,000 Jones Act Included VIII. Owners & Contractors Protective A. Limits of Liability Each Occurrence Policy Aggregate $1,000,000 $1,000,000 City of Miami and Miami Dade County listed as named insured IX. Installation Floater (IF APPLICABLE) Causes of Loss: All Risk -Specific Coverage Project Location Valuation: Replacement Cost Deductible: $2,500 All other Perils 5% maximum on Wind A. Limit/Value at Location or Site $ XI. Professional/Pollution Liability (IF APPLICABLE) Each Claim $1,000,000 Policy Aggregate $1,000,000 Retro Date Coverage Included The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no less than "A-" as to management, and no less than "Class V" as to Financial Strength, by the Latest edition of Best's Insurance Guide, published by A.M. Best Company, Oidwick, New Jersey,or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval.