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..
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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.
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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.
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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
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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
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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.
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