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HomeMy WebLinkAboutExhibitIndemnification and Hold Harmless Agreement City of Miami -Moore Park, B-35887, ID# 20989 INDEMNIFICATION AND HOLD HARMLESS AGREEMENT THIS INDEMNIFICATION AND HOLD HARMLESS AGREEMENT (the "Agreement") is made this day of , 2013, 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 "Moore Park"; and B. The COUNTY owns and operates a twenty (20) inch water main located in and/or abutting theoretical N.W. 8 Avenue within a water 'easement and/or dedicated right-of-way within Moore Park; and C. The CITY. has installed improvements to Moore Park, consisting of chain -link fences, light poles, irrigation sprinkler pipes, a running track, a grandstand, and trees, as identified on the attached drawing, Exhibit "B", all of which encroach on the water easement, and all of which may conflict with the operation and maintenance of the said existing water 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 Moore,Park has existing improvements that encroach upon the water easement • and/or dedicated right-of-way. 3. Acknowledgment of Conflict. The CITY hereby acknowledges and agrees that the existing improvements in Moore Park may conflict with the operation and . maintenance by the COUNTY of said water facilities within the easement and/or dedicated right-of-way. • 4. Title to Property. The CITY does hereby warrant that it has good title to Moore Park and that it has full power and authority to grant this Agreement. 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 V-512 (3.. 1 Indemnification and Hold Harmless Agreement City of Miaml-Moore Park, 6-35887, ID# 20989 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, agentsor 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/orits 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, 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. 2 Indemnification and Hold Harmless Agreement City of Miami -Moore Park, B-35887, ID# 20989 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, Florida Statutes. 13. Force Majeure. Neither party shall be liable to the other for damages in the event of any loss, damage, claim, delay br 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, electrical, telephone or other utility service, or other cause beyond .the control of the party sought to be charged. 3 indemnification and Hold Harmless Agreement City of Miami -Moore Park, B-36887, ID#20989 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 print name signature print name STATE OF FLORIDA COUNTY OF MIAMI-DADE By: Zaba S. Castro, Esq., Assistant Director, Legislative and Municipal Affairs For: John W. Renfrow, P.E., Director Miami -Dade Water and Sewer Department • The foregoing instrument was acknowledged before me this day of , 2013, by Zaba S. Castro, Esq., Assistant Director, Legislative and Municipal Affairs, 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 print name Serial Number 4 Indemnification and Hold Harmless Agreement City of Miami -Moore Park, B-35887, ID# 20989 ATTEST: By: THE CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA • (SEAL) By: (SEAL) Todd Hannon 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 2013, by Johnny Martinez , as City Manager, and Todd Hannon , 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 , 2013, Approved as to Insurance Requirements: Approved as to Legal Form and Correctness: By: By: 4iCfibef.a.01441City Attorney Calvin Ellis, Director, Risk Management Office Approved for Legal Sufficiency: Assistant County Attorney 5 Indemnification and Hold Harmless Agreement City of Miami Gibson Park, B-35887, ID# 20752 EXHIBIT "A" INDEMNIFICATION AND HOLD HARMLESS AGREEMENT BY. THE CITY OF MIAMI TO MIAMI-DADE COUNTY LEGAL DESCRIPTION TRACT "B" OF "MOORE PARK" ACCORDING TO THE PLAT THEREOF, AS RECORDED IN PLAT BOOK 86, AT PAGE 45, OF THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA. 6 0 i• • Joe seg AC t i L '..3 : ,•;:t • • 3. • EZI`e, WEVE7.1.. • Its Ma"—"t 3 1 Ste. 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