HomeMy WebLinkAboutExhibit - Attachment 1ATTACHMENT "1"
COVENANT TO RUN WITH THE LAND
THIS COVENANT (hereinafter the "Covenant"), made and entered into this day of
20 by and between: with offices at
("Owner" or "Covenantor"), and the City of Miami, Florida, a municipal
corporation of the State of Florida, with offices at 444 SW 2nd Avenue, Miami, FL 33130 in the County
of Miami -Dade County, party of the second part (hereinafter called "City");
WITEREAAS, the Owner owns the parcel of land located in Miami, Florida, described on.
Exhibit "A" hereto (the "Property") and as shown in Exhibits "A" and "B"; and
WHEREAS, Covenantor has requested permission from City to construct and install nonstandard
improvements which may include, but are not limited to the following: non-standard streetlights; non-
standard street identification signs and hardware; non-standard hardware for traffic signs,
includingbut not limited to stop signs, yieldsigns, speed signs, turning signs, parking signs; and
non-standard devices for non -signalized pedestrian cross -walks within the Miami -Dade County
public rights -of -way, and associated in road lighting; and related structures, fixtures and
improvements within the dedicated public rights -of -way that abut the Property (the "Improvements"),
which may include portions of NE 2nd Avenue, depicted in the attached Exhibit "C" (hereinafter called
the "Ri lit of Way"); and
WHEREAS, Covenantor has requested permission from City to paint the following
improvements black: all the traffic signal mast anus, and all associated attachment hardware and
support systems, including but not limited to the pedestals for the pedestrian signals, brackets
attached to certain poles and pedestals, pedestrian cross walk devices, and control boxes
(collectively called the "Mast Anus"), within the Right of Way as depicted in the attached Exhibit
"C"• and
WHEREAS, the City of Miami Commission approved No, R-15-0291, on July 9, 2015,
recognizing the Design District as a distinct City of Miami neighborhood, and approving the
installation of alternate street identificationsigns employing black letters on a white background
scheme within the "Miami Design District Retail Street Special Area Plan" development area, subject
to the approval of the Miami -Dade County Director of Public Works and Waste Management; and
WHEREAS, the Covenantor may prepare and submit to the City from time to time applications for
master permits (each called a "Master Permit"), for consideration and approval in accordance with
applicable laws, codes, rules and regulations which will contain the proposed location and design of
the Improvements to be constructed, and Mast Arms to be painted, within the rights -of -way adjacent
to the Property, and any future modifications that must be made to said Improvements and Mast
Arms; and
WHEREAS, the portions of NE 2nd Avenue which border the District and which may be adjacent
to certain portions of the Property are under the jurisdiction of Miami -Dade County (hereinafter called
"County"); and
WHEREAS, pursuant to §2-96.1 of the Miami -Dade County Code, all traffic control and
engineering devices, including traffic signage, are under the exclusive jurisdiction of the County; and
(30058718; I)
WHEREAS, the City and County have entered into an Interlocal Agreement for Installation
and Maintenance of Streetlights within Miami -Dade County Right -of --Way between the City of
Miami and Miami -Dade County, recorded in Official Records Book Page , attachedhereto as
Exhibit "1" (the "Streetlight Interlocal"); and
WHEREAS, the City and. Miami -Dade County have entered into an Interlocal Agreement for
Installation and Maintenance of Non -Standard Street Identification Signs and Hardware, and
Non -Standard Hardware for Traffic Signs, and Non -Standard Devices for Non -Signalized
Pedestrian Cross -Walks, within Miami -Dade County Right -of -Way, between the City of Miami
and Miami -Dade County, recorded in Official Records Book. , Page , attached hereto as Exhibit
"2" (the "Signage Interlocal"); and
WHEREAS, the City and Miami -Dade County have entered into an Intergovernmental Agency
Agreement for the Painting of Traffic Control Hardware and Support Systems Operated and
Maintained by Miami -Dade County, recorded in Official: Records Book , Page , attached hereto
as Exhibit "3" (the "Mast Arm Interlocal"); and
WHEREAS, the Owner and the City acknowledge that the rights and obligations set forth herein
are subordinate to, and governedby the Streetlight Interlocal, Signage Interlocal, and Mast Arm Interlocal
(collectively the "City/County Interlocal Agreements") which supersede and control any terms herein to the
extent that they are inconsistent therewith; and
WHEREAS, certain provisions are required to be included in such covenants per Chapters 54
and 55 of the City Code and other applicable laws, rules and regulations; and
WHEREAS, City requires the execution of this covenant running with the land as a
condition precedent to its acting as Permittee;
NOW THEREFORE, in consideration for the express grant by City of the right and license
to allow the construction, installation and maintenance of the Improvements, and painting of the Mast
Arms, in the dedicated public rights -of -way within the District, subject to the teams andconditions set
forth herein, the Covenantor does hereby covenant and agree with City as follows:
1. The foregoing recitals are true and correct and are made a part hereof.
2, Covenantor (on its own behalf or through its agents, representatives, heirs, successors, assigns,
and/or designees) is hereby allowed to install, construct, improve, modify, move, maintain, repair,
replace, and add the Improvements, and paint the Mast Arms, within the public rights -of -way of the
District in accordance with: 1) the Master Permit(s), and 2) County and City standards and
specifications not in conflict therewith, including, without limitation, the Miami -Dade County
Public Works Manual, and any applicable State Statute, City or County Code.
Covenantor is hereby responsible for the operation and maintenance of the Improvements, and the
painting of the Mast Arm; Covenantor is required to maintain, replace, repair, and remove (subject
to a suitable replacement in compliance with this Agreement and applicable laws) the Improvements
within these public rights -of -way in the locations indicated on Exhibit "C". If it becomes
(30058718; 1)2
necessary, as determined in the sole discretion of the City, for the City to make repairs, maintain
or replace the Improvements including restoration of street, by reasonof the Covenantor's failure
to do so, the City shall have the right, but not the obligation, to do so, and such expense shall be
paid by the Covenantor upon written request of the City.
Covenantor shall be responsible for the periodic maintenance of every Mast Air l painted
pursuant to this agreement. Periodic maintenance includes but is not limited to: repair of cracks
in the Mast Arms; removal and/or repair of grout pads; resetting of anchor bolts; repair or
replacement of deteriorated anchor bolts and nuts; and replacement of the Mast Anus when it is
determined through the inspection process that the Mast Aims have reached the end of their
service life.
The traffic control boxes shall not be painted black, but may be wrappedwith a black removable
material which will not impede the operation and maintenance of the box. All other
Improvements- may be permanently painted black.
As allowed by applicable laws, codes, rules and regulations (collectively "Regulations"), Covenantor
may seek approval of an administrative modification of any Master Permit to install, construct,
improve, modify, move, replace and add certain Improvements, and paint the Mast Arms, and any
future modifications that may be made to said Improvements and Mast Arms, not contained within
the Master Peiiiiit. Covenantors may appeal at their own cost any appealable administrative
detetininations necessary to implement this Covenant to the Miami -Dade County Public Works and
Waste Management Director.
3, In the event Covenantor, its agents, representatives, designees, heirs, successors, or assigns
fails in the reasonable discretion of the City Director of the Department of Public Works to properly
maintain the Improvements, or maintain the paint of the Mast Arms, in the locations indicated on
Exhibit "C" or any part thereof, so that they become a hazard to the health, welfare, or safety of
the general public, City shall give the Covenantor, with a copy of such notice to Miami -Dade County,
written notice of such failure via certified mail, return receipt requested, with copies to any mortgagee
who has given written notice of its mortgage lien to the City in the manner set forth in Section 10, and
Covenantor shall within thirty (30) days from receipt of such notice either (i) restore such
Improvements, or the paint on the Mast Arms, to a safe condition reasonably satisfactory to City or
(ii) remove such Improvements, or the paint from the Mast Aiuis, and restore the right-of-way to
current City standards at no cost or expense to City (as timely elected by Covenantor in its sole
discretion).
4. In the event that, following the notice and grace period provided under paragraph 3 above,
Covenantor, its heirs, successors, or assigns fails to either (i) restore such Improvements in the
locations indicated on Exhibit "C", or paint the Mast Arms, to a safe condition reasonably satisfactory
to City, or (ii) remove such Improvements, or remove the paint from the Mast Arms, in the
locations indicated on Exhibit "C", and restore the right-of-way within the specified time as set
forth in Paragraph 3, City may restore or remove the offending Improvements, or paint from the
Mast Arms, in the locations indicated on. Exhibit "C", and the reasonable cost of such
(30058718; 1)3
restoration or removal shall be declared and established as a special assessment lienagainst
the Property and enforced by any method for the enforcement of special assessment liens
provided for under the laws of the State of Florida and/ or the Charter, Code and Ordinances of
Miami- Dade County and/or the City of Miami, The Covenantor shall be liable for reasonable
attorneys' fees and costs of collection incurred by the City in any action to foreclose such a lien or
otherwise recover costs of restoration or removal of the offending Improvements or any part
thereof, The City may, at its discretion, bring such additional civil actions and/or counts for
specific performance and/or enforcement of this covenant and/or breach of this covenant as are
allowed by Florida law,
5, Covenantor further covenants and agrees not to pursue any legal remedy or civil action
against City, its officials, employees, or instrumentalities or against Miami -Dade County, its
officials, employees, or instrumentalities for any damage, consequential or otherwise, to non -
offending Improvements or Mast Arms, or any part thereof, resulting from the lawful removal
of offending Improvements or Mast Arms from the dedicated public right-of-way pursuant to
Paragraph 4, unless the damage is the result of alleged grossly negligent or willful acts or
omissions on the part of the City, its officials or employees and in such case only to the extent
allowed by applicable laws.
6, Covenantor will be held .liable and shall indemnify, defend (at Covenantor's own cost
and expense), save and hold harmless the City and Miami -Dade County, its officials and
employees (i) from and against any claims, demands, liabilities, losses, or causes of action
arising out of the use, construction, maintenance, or removal of Improvements, or painting of
the Mast Arms, in the locations indicated on Exhibit "C" or any part thereof, (ii) from any and
all liability for any damage, injury or claim that may arise by virtue of the installation of the
Improvements or painting of Mast Arms within the public right of way, or the exercise of any
rights, obligations or actions under this Agreement, including but not limited to the peitnission
granted for the installation of the Improvements or the failure to maintain, inspect, repair,
replace, or operate the Improvements, (iii) from and against any orders, judgments, or decrees
which may be entered against City, or Miami -Dade County, with respect to the use,
construction, maintenance, or removal of Improvements, or painting of the Mast Arias, in the
locations indicated on Exhibit "C" or any part thereof, and (iv) for all reasonable costs,
attorneys' fees, expenses, judgments, damages and liabilities incurred in the investigation or
defense of such claim.
7. The undersigned further agrees that these conditions shall be deemed a covenant running
between the City of Miami and Covenantor and shall remain in full force and effect and be
binding on the Covenantor, its agents, representatives, designees, heirs, successors, vendees and
assigns until such time as this obligation has been cancelledby an affidavit filed in the Public
Records of Miami -Dade County, Florida by the City's Director of the Department of Public
Works (or their fully authorized representative) and the Miami -Dade County Department of
Public Works and Waste Management ("PWWM") (or their fully authorized representative). The
Covenantor shall record this Covenant in the public records of Miami -Dade County
simultaneously with the transfer of any rights, responsibilities, or obligations from the City to
Covenantor, and shall provide a certified copy of the recorded Covenant to the Director of Public
Works as indicated below as well as to the Director of PWWM.
{30058718; 1)4
s, The Covenantor and the City of Miami acknowledge and are awareof the City/County
Interlocal Agreements. The Owner and the City of Miami acknowledge that any conditions,
obligations, or agreements set forth herein are subservient to, and are governed and limited by,
the conditions and restrictions set forth therein, including but not limited to the right of Miami -
Dade County to cancel this Covenant. The City acknowledges that it must request, and obtain,
written consent from Miami -Dade County prior to cancelling this Agreement (as set forth in
paragraph 7 : herein), which consent may be withheld in the sole and absolute discretion of
Miami -Dade County,
9. If any provision of this Covenant or the application thereof to any person or circumstance
shall, for any reason and to any extent, be held invalidor unenforceable, the remainder of this
Covenant, and the application of such provisions to other persons or circumstances shall not be
affected thereby but rather shall be enforced to the greatest extent permitted by law, If for any
reason, one or more of the City/County Interlocal Agreements, or any portion thereof', are
revoked or found to be invalid, the remaining City/County Interlocal Agreements, or any portion
thereof, shall not be affected, and the remainder of this Covenant, and the application of such
provisions to other persons or circumstances shall not be affected thereby but rather shall be
enforced to the greatest extent peiiriitted by law.
10, Owner acknowledges that the installation, modification or removal of the Improvements,
and painting of the Mast Aims, must be authorized in writing and/or issuance of a peirnit by the
County and the City prior to construction or placement of same, In addition, those individuals
working to install, maintain, replace repair or remove the Improvement must be properly qualified
and licensed based on City, County and FDOT standards.
1. Any obligations hereunder for payment or indemnification of Miami -Dade County or the
City that arise prior to the termination of this Agreement shall survive the termination and
expiration of this Agreement, as applicable.
12. The language agreed to herein expresses the mutual intent and agreement of the City of
Miami and the Owner, and shall not, as a matter of judicial construction, be construed more
severely against one of the parties from the other,
13, Covenantor shall keep in full force and effect at all times during the exercise of this
Covenant, the insurance coverage as shown in Exhibit "D," with respect to the Improvements.
The insurance and any addendums, modifications, renewals, or amendments thereto shall be
subject to the prior review and approval of the City Risk Manager.
The policy shall be issued either by a State of Florida -licensed insurance company rated A+ or
better by A.M. Bests' Key Rating Guide or by another insurance company agreed upon by
Covenantor and City. The insurance carrier for the policy must be rated no less than A as to
management and no less than Class V as to strength by the latest edition of Best's Insurance
Guide and must be approved by the City Risk Manager.
{30058718;1)5
The policy shall cover products andcompleted operations, contractual liability, explosion, collapse,
and underground liability. The insurance policy shall be procured and premiums paid by the
Covenantor, The term and any renewals thereof shall continue uninterrupted for the term of the
Covenant.'
City and Miami -Dade County shall be named as Additional Insured's under each such policy.
A certificate of insurance bearing City and County as "Additional Insured's" shall in no way
relieve Covenantor of the obligation to add City and County as "Additional Insured's" to the actual
insurance policy. The insurance policy shall provide that City (Attention: City of Miami Risk
Manager) and. County (Attention: Director, public Works and Waste Management Department)
be given at ].east thirty (30) days advance written notice of any material changes to, lapse, or
cancellation or ,non -renewal of, any policy. In the event of such material change,
cancellation, or non -renewal notification, Covenantor shall :immediately procure another
policy subject to the requirements of this Covenant. The City Risk Manager and. County
Director PWWM shall receive a copy of the certificate of insurance for such replacement
policy at least ten (10) days prior to the effective date of any material change, cancellation, or
non -renewal of the previous policy,
If City and/or County does not timely receive such certificate, then City shall provide
Covenantor with written notice thereof, and if Covenantor does not deliver such certificate
within fifteen (15) days after receipt of such written notice, then City and/or County shall have
the right to immediately secure a similar insurance policy in its name, and Covenantor shall be
liable for any monies due under such insurance policy. If the Covenantor does not reimburse City
and/or County for all such insurance costs, City and/or County shall have the right to declare
and establish such costs as a lien on the Property, enforceable by any lawful means,
Covenantor agrees to increase, upon written request by City and/or County, the limits of its
required comprehensive liability insurance policy so long as City's or County's increase
request shall be commercially reasonable and the requested increase obtainable on
commercially reasonable rates and teinrs. Proof of the foregoing required insurance shall be
supplied to the City, or Miami -Dade County, upon request.
14, (a) It is expressly understood and agreed that this instrument shall be binding upon
City and Covenantor and also upon their heirs, successors in interest, or assigns, and shall be a
condition implied in any conveyance or other instrument affecting the title to the Property or any
portion thereof. Upon any sale, conveyance or other transfer or disposition (a "Transfer") of any
of the Property by the Owner, Owner shall automatically be released from its obligations
hereunder accruing after the date of such Transfer, and the purchaser, grantee, transferee or
recipient of such Property that is the subject of such Transfer (a "Transferee") shall automatically
succeed to such obligations and constitute the "Owner" and "Covenantor" hereunder. Reference
to Owner shall mean and refer to the then owner of the Property. Notwithstanding the foregoing,
or any other provision contained in this Covenant, no transfer of this instrument, in whole or in
part, shall be allowed, nor shall any assumption of any right or responsibility under this Covenant
be permitted, unless the County Mayor or the County Mayor's designee is provided written
notification no less than fifteen (15) days prior to such transfer, and this covenant remains in full
force and effect, binding upon any subsequent Transferee.
(30058718; 1)6
(b) It is also acknowledged that not all of the property adjacent to the Right of Way Area (the
"Adjacent Property") is owned by Covenantor, From and after such time as any owner (an
"Adjacent Owner") of any of the Adjacent Property either assumes Owner's obligations
hereunder as to the Improvements in the Right of Way Area adjacent to such Adjacent Owner's
Adjacent Property pursuant to a Covenant in the identical form of this Covenant or a separate
assumption agreement, in each case, approved by the City Manager and the City Attorney as to
legal form and correctness (which approval shall not be unreasonably withheld) and recorded in
the Public Records, then Owner shall be released from its obligations under this Covenant, only to
the extent they are expressly assumed by such Adjacent Owner in such other express assumption
agreement.
15, Any notice, request, demand, approval, or consent given or required to be given
under this Covenant shall be :in writing andshall be deemed as having been given when mailed by
United States registered or certified mail (return receipt requested), postage prepaid, to the other
parties at the addresses statedbelow or at the last address provided by a party to the other party
at which to receive notice. At the City's election, the City may direct all communications under
this Covenant to Miami Design District Associates, LLC (MDDA), which will act as a "liaison"
for communicationpurposes between the City and the Covenantor, as long as the Covenantor
remains an affiliate of MDDA.
Covenantor:
City:
MDDA:
County
3841 NE 2nd Avenue, 4400
Miami, FL 33137
Attn: Steven Gretenstein
City Manager
City of Miami
444 S.W. 2nd Avenue, 10th Floor
Miami, Florida 33130
Director of Public Works
City of Miami
444 S,W. 2'd Avenue, 8`" Floor
Miami, Florida 33130
Miami Design District Associates, LLC
3 841 NE 2nd Avenue, #400
Miami, Florida 33137
Attn: Steven Gretenstein
Miami -Dade County
Director of Public Works and Waste Management Dept.
Stephen P. Clark Center
111 Northwest First Street
14th Floor
Miami, Florida 33128
{30058718;1}7
16, Covenantor expressly acknowledges (i) that the permission granted by the City to construct
the hriprovements on City owned land is solely for the limited purposes set forth herein and does not
constitute a lease, (ii) the City retain.s possession and control of property owned by the City, (iii) if
Covenantor breaches any tem' of this Covenant, receives written notice of such breach from City, and
does not timely cure. such breach, within. sixty (60) days after receipt of such written notice (provided,
however, that in the event that such cure cannot reasonably be completed within such sixty (60) day
period, then. Covenantor shall have such additional cure period as is reasonably required provided that
Covenantor commences such cure within such sixty (60) day period and diligently pursues the same
until completion), then City may unilaterally revoke the permission granted herein to Covenantor by
written notice to Covenantor delivered prior to the date on which Covenantor cures such breach, and
(iv) Covenantor does not and shall not claim at any time any interest or estate of any kind or extent in
land owned by the City by virtue of its use hereunder or by virtue of any expenditures incurred in
connection herewith,
17. RECORDING. Covenantor shall, at its own cost, record this Covenant in the public
records of Miami -Dade County, Florida within thirty (30) days of its acceptance by the City of
Miami, Covenantor shall promptly furnish a certified copy of the recorded Covenant to the City
Clerk, 3500 Pan American Drive, Miami, Florida 33133 and furnish certified copies of the recorded
covenant to the City Manager, City Attorney, Public Works and Risk Management Directors at
the following address: Miami Riverside Center, 444 SW 2nd Avenue, Ste, 945, Miami, Florida
33130 and to Miami -Dade County as set forth in paragraph 15, above.
18, TERMINATION. This Covenant shall teiniinate automatically and be of no further
force or effect from and after such date as the City levies a special assessment intended to
cover the maintenance and repair of the Improvements, from and after the date of the levy of
that special assessment, Recordation in the Public Records of a certified copy of the resolution
levying such special assessment shall be conclusive evidence of termination hereof.
15. COMPLIANCE WITH FEDERAL, STATE AND LOCAL LAWS. Covenantor shall
comply with all applicable permitting requirements, governmental approvals, laws, ordinances,
codes, rules and regulations ("Regulations") of federal, state and local governments, including
the City and Miami -Dade County.
16. CONSTRUCTION OF COVENANT. This Covenant shall be construed and enforced
according to the laws of the State of .Florida. Venue for any cause of action or proceeding
between the parties arising out this Agreement shall be in Miami -Dade County, Florida.
17. SUCCESSORS AND ASSIGNS. This Covenant touches and concerns and the Property
shall be binding upon the parties herein, their heirs, executors, legal representatives, successors
and assigns.
18. AMENDMENT. No amendments to this Covenant shall be binding on either party
unless in writing and signed by both parties and agreed to by Miami -Dade County.
(30058718;1)8
19. MISCELLANEOUS.
19.1 Captions, title andparagraph headings are for convenient reference and are not a
part of this Covenant. Such captions, title or paragraph headings shall not be deemed in any
manner to modify, explain, enlarge or restrict any of the provisions contained in this Covenant.
19.2 No waiver or breach of any provision of this Covenant shall constitute a waiver of
any subsequent breach of the same or any other provision hereof, and no waiver shall be
effective unless made in writing.
19.3 Should any provisions, paragraph, sentence, work or phrase contained in this
Covenant be determined by a court of competent jurisdiction to be invalid, illegal or otherwise
unenforceable under the laws of the State of Florida or the City of Miami, such provisions,
paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in
order to confoulii with such laws, or if not modifiable to confoini with such laws, then same shall
be deemed severable, and in either event, the remaining terms and provisions of this Covenant
shall remain unmodified and in full force and effect.
19.4 Further Assurances. All parties hereto upon the request of any other party shall
execute such further instruments or documents as may be reasonably required by the requesting
party to implement the terms, conditions and provisions of this Agreement.
19.5 Third Party Beneficiary. Covenantor and the City agree that it is not intended that
any provision of this Agreement establishes a third party beneficiary giving or allowing any
claim or right of action whatsoever by any third party under this Covenant, save and except for
Miami -Dade County.
19.6 Discretion of the Public Works Director ("Director"). Any matter not expressly
provided for herein dealing with the City or decisions of the City shall be within the exercise of
the reasonable professional discretion of the Director or the Director's authorized designee.
[Signature Page Follows]
{30058718; 1)9
WITNESSESS: COVENANTOR:
By:
Print Name: Authorized Managing Member/Company
Officer
Print Name:
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me this day of
20 by , a Delaware limited liability company, on behalf of the
company. He is personally known to me,
Notary Public, State of Florida
[Signature Page Follows]
(30058718; 1)10
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by
their respective officials thereunto duly authorized, this the day and year above written,
"City"
CITY OF MIAMI9 a municipal
ATTEST: corporation
By:
Todd Hannon, .City Clerk Daniel J. Alfonso, City Manager
APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE
AND CORRECTNESS:
Victoria. Mendez
City Attorney
APPROVED AS TO CONTENT:
Eduardo Santamaria, P.E., CGC
Director, Department of Public Works
REQUIREMENTS:
Ann Marie -Sharpe, Director
Risk Management Department
Exhibit A
(Oak Plaza 1)
Lot 1, less the East 5 feet thereof, Block 6, of BILTMORE, according to the Plat thereof,
as recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade County,
Florida.
{34942435;1)
Exhibit A
(Oak Plaza 2)
The East 107 feet of that certaintract of land 432 feet East and West by 204.6 feet
North and South, lying directly East of and adjoining Lots 5 and 6, in Block 7, of
BIT TMORE, according to the Plat thereof, as recorded. in Plat Book 6, at Page 67,
of the Public. Records of Miami. -Dade County, Florida.
{ 32498376;1 }
Exhibit A
(Oak Plaza 3)
Parcel 1:.
Lots 3, 5, 6 and 7, of AMENDED PLAT OF A PORTION OF BLOCK 10 OF
BILTMORE SUBDIVISION AND A. PORTION OF BLOCK 1 OF THE
AMENDED. PLAT OF COMMERCIAL BILTMORE SUBDIVISION, according
to the Plat thereof, as recorded in Plat Book 45, at Page 55, of the Public Records
of Miami -Dade County, Florida.
Parcel 2:
Lots 1 and 2, in Block 10, of BILTMORE, according to the Plat thereof, as
recorded in Plat Book 6, at Page 67, of the Public Records of Miami -Dade
County, Florida.
Parcel 3:
Lots 2, 3 and 4, in Block 1, of AMENDED PLAT OF COMMERCIAL BILTMORE
1921, according to the Plat thereof, as recorded in Plat Book 6, at Page 132, of the Public
Records of Miami -Dade County, Florida.
(32498685;1}
Exhibit A
(Oak Plaza 4)
Lots 1 .and 2 and the 10.00 foot Easterly adjacent alley, PLAT SHOWING
RESUBDIVISION OF LOTS 4-5-6 & 7 OF SECOND AMENDED PLAT OF
MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book 4, at
Page 150, of the Public Records of Miami -Dade County, Florida.
{32498579;1}
Exhibit A
(Oa.k Plaza 5)
Lots 1 through 6 inclusive, of SECOND SECTION, COMMERCIAL BILTMORE 1924,
according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public
Records of Miami -Dade County, Florida, and Lots 1 through 4, inclusive, Block 1, and
unnumbered. Lot East of Lot 4, Block 1, of MAGNOLIA COURT, according to the plat
thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade
County; Florida.
LESS
Those portions of Lots 1, 2 and 3, Block 1, MAGNOLIA COURT, according to the plat
thereof, as recorded in Plat Book 6, at Page 105, of the Public Records of Miami -Dade
County, Florida, being more particularly described as follows:
The East 10 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained
within said Lot. 3, concave to the Northwest having a radius of 25 feet and tangents which
are 25 feet North of and parallel with the centerline of N.E. 39th Street and 35 feet West
of and parallel with the centerline of N.E. 2nd Avenue;
AND LESS
Those portions of Lots 1, 2 and 3, SECOND SECTION, COMMERCIAL BIT -TMORE
1924, according to the plat thereof, as recorded in Plat Book 12, at Page 44, of the Public
Records of Miami -Dade County, Florida, being more particularly described as follows:
The East 2 feet of Lots 1, 2 and 3, and the external area of a circular curve, contained
within said Lot 3, concave to the Southwest having a radius of 25 feet and tangents which
are 33 feet South of and parallel with the centerline of N.E. 40th Street and 35 feet West
of and parallel with the centerline of N.E. 2nd Avenue.
{324985144;1}
Exhibit A
(Oak Plaza 6)
Tracts A, B, C, D, E, F & G of PALM WAY SUBDIVISION, according to the Plat
thereof, as recorded in Plat Book 170, at Page 32, of the Public records of Miami -Dade
County, Florida.
{32498483;1}
Exhibit A
(Oak Plaza 7)
The North 68.32 feet of Lot 2, and all of Lot 3, of SECOND AMENDED PLAT
OF MAGNOLIA PARK, according to the Plat thereof, as recorded in Plat Book
5, at Page 25, of the Public Records of Miami -Dade County, Florida, together
with that certaintwelve-foot strip of landlying adjacent to and immediately East
of the above -described property, said twelve -foot strip having for its Easterly
boundary the Florida East Coast Railroad right-of-way.
{ 32498424;1 }
N.E. 42ND STREET
N.E. 41ST STREET
N.E. 40THSTREET
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N.E 39TH STREET
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DMIMI
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Future Development
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PROPERTY
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MIMI
DESIGN
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Future Development
lst Floor
PROPERTY
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Exhibit "B"
MMI
DESIGN
DISTRICT
Future Development
ist Floor
PROPERTY
OAK PLAZA ASSOCIATES
(DEL), I.L.0 3
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Exhibit "B"
N.E. A2ND STREET
N.E 415T STREET
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N.E. 39TH STREET
N.E.38THSTREET
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MI��MI
DESIGN
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Future Development
1st Floor
PROPERTY
OAK PLAZA ASSOC/AILS
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Exhibit "C"
N.E. MTH STREET
MIb\MI
DESIGN
DISTRICT
Future Development
ist Floor
RIGHT OF WAY
•OAK PLAZA ASSOCIATES
WEL), LLC 1
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N.E.41ST STREET
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DESIGN
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N.E. 42ND STREET
N.E. 41ST STREET
NE.40TH STREET
N.E 39TH STREET
Mb MI
DESIGN
DISTRICT
Future Development
1st Floor
RIGHT OF WAY
04K PLAZA ASSOCIATES
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Exhibit
N.E. 42ND STREET
N.E. 40TH STREET
N.E 39Tli STREET
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N.E. 1ST COURT
MbMI
DESIGN
DISTRICT
Future Development
lst Floor
RIGHT OF WAY
OAK PLAZA ASSOCIATES
(DEL), LLC d
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DESIGN
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MEL), LLC 5
'Map n. drawn So scale
COVEHANTMCPERTIE."1.0.6.....5
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0
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N.E. 4SND STREET
N.E 41ST STREET
NE 40TH STREET
Exhibit "C"
DESIGN
DISTRICT
Future Development
1st Floor
RIGHT OF WAY
OAK PLIZAASSOCIATES
(DEL). LLC 6
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EXHIBIT "D"
Insurance Requirements
Covenant to Run with the Land
Commercial General Liability
A. Limits of Liability
Bodily Injury and Property Damage Liability
Bach 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 and Miami -Dade County listed as an additional insured
Contingent Liability & Contractual Liability
Premises & Operations Liability
Primary Insurance Clause Endorsement
"XCU" hazards, if applicable
Il. Business Automobile Liability
A. 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 $ 1,000,000
B. Endorsements Required
City of Miami and Miami -Dade County listed as an additional insured
III. Worker's Compensation
Limits of Liability
Statutory -State of Florida
Employer's. 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
IV. Umbrella Liability (Excess Follow Form)
A. Limits of Liability
Each Occurrence $2,000,000
Policy Aggregate $2,000,000
The City of Miami and Miami -Dade County listed as an additional insured
The insurance is excess over all applicable liability policies contained herein
Installation/Property Floater
Causes of Loss Special Form including W&H
Valuation: Replacement Cost
City listed as loss payee
Vl.. Payment and Performance Bond $TBD
The above policies shall provide the City of Miami and Miami -Dade County with written
notice of cancellation or material change from the insurer not less than (30) days prior to
any such cancellation or material change, or 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, Oldwick, 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.
Exhibit ' 1'
INTERLOCAL AGREEMENT FOR INSTALLATION AND MAINTENANCE OF
STREETLIGHTS WITHIN MIAMI-DADE COUNTY RIGHT-OF-WAY BETWEEN
THE CITY OF MIAMI AND MIAMI-DADE COUNTY
THIS INTERGOVERNMENTAL AGENCY AGREEMENT FOR PAINTING OF
TRAFFIC SIGNAL ASSETS MAINTAINED BY MIAMI-DADE COUNTY (AGREEMENT),
made and entered into this day of , 2015, by and between the CITY OF MIAMI,
FLORIDA, a municipal corporation of the STATE OF FLORIDA (hereinafter referred to as the
"City") and MIAMI-DADE COUNTY, a political subdivision of the STATE OF FLORIDA
(hereinafter referred as the "County").
WITNESSETH
WHEREAS, the City of Miami (the "City") has requested peiinission to install non-
standard streetlights (the "Improvements") along Miami -Dade County public rights -of -way,
within the area of the Miami Design District Retail Special Area Plan ("SAP"), to match the
installation of other non-standard improvements to complement the high quality streetscape
design within the SAP; and
WHEREAS, the City of Miami and Miami -Dade County (the "County") are mutually
desirous of providing assurances for the future continued maintenance, repair and replacement of
the Improvements; and
WHEREAS, the City of Miami shall be responsible for the operation and maintenance of
the Improvements.
NOW, THEREFORE, in consideration of the covenants herein provided, the City of Miami
and the County agree as follows:
1. The foregoing recitals are incorporated herein,
2. The City of Miami shall be responsible for the installation and continuous operation,
maintenance, repair, and replacement, when necessary, of the streetlight improvements
and systems, excluding, however, the costs of electric service charged by Florida Power
and Light Co. ("FPL"). Operation and maintenance of such streetlights and streetlight
systems shall include, but not be limited to, responsibility for underground locates, spot
painting, graffiti abatement, periodic inspection, electric repairs, reporting power outages
to FPL, and emergency/storm event response. If it becomes necessary, as determined in
the sole discretion of Miami -Dade County, for Miami -Dade County to make repairs,
maintain or replace the Improvements including but not limited to restoration of the
street, by reason of the City of Miami's failure to do so, Miami -Dade County has the
right, but not the obligation, to repair, maintain, or replace same, and such expense shall
be paid by the City of Miami upon written request of Miami -Dade County. However,
nothing contained herein shall be construed as creating an obligation or responsibility for
Miami -Dade County to inspect, repair, replace, or maintain such Improvements.
To the extent allowed by and subject to the limitations of Florida Statute Section 768.28,
the City of Miami does hereby agree to indemnify and hold Miami -Dade County, its
officials, employees and instrumentalities, harmless from any and all liability for any
damage, injury, or claim that may arise by virtue of the installation of the nonstandard
streetlights, or the exercise of any rights, obligations or actions under this Agreement,
including but not limited to Miami -Dade County's peiiuission for the installation of
same, or from the City of Miami's failure to maintain, repair, replace, or operate the
Improvements.
To the extent allowed by and subject to the limitations of Florida Statute 768.28 the
County does hereby agree to indemnify and hold the City, its officials, employees and
instrumentalities harmless from any and all liability for any damage, injury or claim that
may arise by virtue of the negligence of the County or its employees in performance of
this Agreement by the County or its employees but this shall not include any negligence
of the City or of its employees.
4. The undersigned further agrees that these conditions shall be deemed a continuing
obligation between the City of Miami and Miami -Dade County and shall remain in full
force and effect and be binding on the City of Miami, and any permitted successors or
assigns, until such time as this obligation has been cancelled, in the sole and absolute
discretion. of Miami -Dade County, by an affidavit filed in the Public Records of Miami -
Dade County, Florida by the Director of the Miami -Dade County Public Works and
Waste Management Department (or their fully authorized representative). Prior to
executing said affidavit, the lighting system shall be subject to inspection by Miami -Dade
County, and the nonstandard lighting fixtures shall have been replaced with standard
lighting fixtures, the lighting system shall be in good working order and in compliance
with the applicable National Electrical Code in effect at that time. Any expenses for
repairs, replacements, or corrections shall be paid by the City of Miami,
5. In the event that the City of Miami requests any third party to assume any of the
responsibilities hereunder, the City of Miami acknowledges that such assumption shall
not relieve the City of Miami from any obligations or responsibilities hereunder. Prior to
allowing such assumption, the City of Miami shall require such third party to additionally
indemnify Miami -Dade County from any and all liability for any damage, injury, or
claim that may arise by virtue of the installation of the Improvements, or for the failure to
maintain or operate the Improvements, and additionally, Miami -Dade County shall be
named as an additional insured on any insurance provided by such third party to the City
of Miami. No transfer, conveyance, or assumption, in whole or in part, of any right,
obligation, or responsibility hereunder shall be allowed absent prior written notification
to Miami -Dade County no less than fifteen days prior to such transfer. Additionally, such
transfer must include the recordation of the Covenant attached as Exhibit "A," which
shall not be amended, modified, or released without written approval by the County
Mayor or Mayor's designee, which shall not be unreasonably withheld, delayed or
conditioned.
2
6, Nothing in this Agreement, expressed or implied, is intended to: (a) confer upon any
entity or person other than the parties and any permitted successors or assigns, any rights
or remedies under or by reason of the Agreement as a third party beneficiary or otherwise
except as specifically provided in this Agreement; or (b) authorize anyone not a party to
this Agreement to maintain an action pursuant to or based upon this Agreement.
Additionally, nothing herein shall be deemed to constitute a waiver of any rights under
Florida. Statute Section 768,28, or as a waiver of Miami -Dade County's sovereign rights,
including but not limited to the issuance of permits.
The language agreed to herein expresses the mutual intent and agreement of Miami -Dade
County and the City of Miami, an.d shall not, as a matter of judicial construction, be
construed more severely against one of the parties from the other.
Miami -Dade County retains all of its sovereign prerogatives and rights as a county under
Florida laws and shall in no way be estopped from withholding or refusing to issue any
approval or permit as provided for under Florida law, including but not limited to the
Miami -Dade County Code and Public Works Manual,
9. Any obligations hereunder for payment or indemnification of Miami -Dade County, or the
City of Miami, if applicable, that arise prior to the termination or expiration of this
Agreement shall survive the termination or expiration of this Agreement.
10. Any notice, request, demand, approval, or consent given or required to be given
under this Agreement shall be in writing and shall be deemed as having been given when
mailed by United States registered or certified mail (return receipt requested), postage
prepaid, to the other parties at the addresses stated below or at the last address provided
by a party to the other party at which to receive notice,
City:
County :
City Manager
City of Miami
444 S.W. 2`d Avenue,10th Floor
Miami, Florida 33130
Director of Public Works
City of Miami
444 S.W. 2`d Avenue, 8th Floor
Miami, Florida 33130
Miami -Dade County
Director of Public Works and Waste
Management Dept.
Stephen P. Clark Center
111 Northwest First Street
14th Floor
Miami, Florida 33128
3
IN WITNESS WHEREOF, the City of Miami has caused this instrument to be executed by its
respective officials thereunto duly authorized, this the day and year above written,
"City"
CITY OF MIAMI, a municipal
ATTEST: corporation
By:
Todd Hannon, City Clerk Daniel J, Alfonso, City Manager
APPROVED AS TO LEGAL FORM
AND CORRECTNESS:
Victoria Mendez
City Attorney
APPROVED AS TO CONTENT:
Eduardo (Ed) Santamaria, P.E., CGC
Director, Department of Public Works
(ACKNOWLEDGMENT e CORPORATION)
STATE OF FLORIDA
MIAMI DADE COUNTY
}
}
}
SS.
BEFORE ME, the undersigned authority, this day personally appeared and
both being to me well known and known by me to be the
of the City of Miami, a corporation under the laws of the State of Florida, and which said
Corporation is known by me to be the person described in and which executed the foregoing
Covenant, the said officers of the said Corporation being likewise known by me to be the officers
thereof who, in their official capacities as such officers of said Corporation executed, signed and
delivered the said Covenant as the act and deed of said Corporation, and the said officers of said
Corporation then and there severally acknowledged to and before me that they executed the said
Covenant, acting in their said official capacities, for and as the act and deed of the said
Corporation and in its name, and impressed thereon its Corporate Seal, for the uses and purposes
4
therein mentioned, and after being thereunto by the said Corporation duly authorized and
directed.
WITNESS my hand and official Seal at , in the County and State
aforesaid, on this, the day of , A.D. 20
Notary Public, State of
My Commission Expires:
MIAMI-DADE COUNTY BOARD OF COUNTY COMMISSIONERS, FLORIDA
By:
Mayor or Mayor's Date
Designee
Stephen P. Clark Center
111 N.W. 1 Street
Miami, Florida 33128
HARVEY RUVIN, CLERK
Attest:
By:
Deputy Clerk Date
s
Exhibit "2"
INTERLOCAL AGREEMENT FOR INSTALLATION AND MAINTENANCE OF NON-
STANDARD STREET IDENTIFICATION SIGNS AND HARDWARE, AND NON-
STANDARD HARDWARE FOR TRAFFIC SIGNS, AND NON-STANDARD DEVICES
FOR NON -SIGNALIZED PEDESTRIAN CROSS -WALKS, WITHIN THE MIAMI-
DADE COUNTY RIGHT OF WAY, BETWEEN THE CITY OF MIAMI AND MIAMI-
DADE COUNTY
THIS INTERGOVERNMENTAL AGENCY AGREEMENT FOR PAINTING OF
TRAFFIC SIGNAL ASSETS MAINTAINED BY MIAMI-DADE COUNTY (AGREEMENT),
made and entered into this day of , 2015, by and between the CITY OF MIAMI,
FLORIDA, a municipal corporation of the STATE OF FLORIDA (hereinafter referred to as the
"City") and MIAMI-DADE COUNTY, a political subdivision of the STATE OF FLORIDA
(hereinafter referred as the "County").
WITNESSETH
WHEREAS, the City of Miami (the "City") has requested permission to install non-
standard street identification signs and hardware; non-standard hardware for traffic signs,
including but not limited to stop sings, yield signs, speed signs, turning signs, parking signs; and
non-standard devices for non -signalized pedestrian cross -walks within the Miami -Dade County
public rights -of -way, and associated in road lighting (the "Improvements"), along Miami -Dade
County public rights -of -way, within the area of the Miami Design District Retail Special Area
Plan ("SAP"), to match the installation of other non-standard improvements to complement the
high quality streetscape design within the SAP; and
WHEREAS, the City of Miami Commission approved Resolution No. R-15-0291, on July 9,
2015, recognizing the Design District as a distinct City of Miami neighborhood, and approving the
installation of alternate street identification signs employing black letters on a white background
scheme within the "Miami Design District Retail Street Special Area Plan" development area, subject
to the approval of the Miami -Dade County Director of Public Works and Waste Management
Department; and
WHEREAS, the City of Miami and Miami -Dade County (the "County") are mutually
desirous of providing assurances for the future continued maintenance, repair and replacement of
the Improvements; and
WHEREAS, the City of Miami shall be responsible for the operation and maintenance of
the Improvements,
NOW, THEREFORE, in consideration of the covenants herein provided, the City of Miami
and the County agree as follows:
1. The foregoing recitals are incorporated herein,
2. The City of Miami shall be responsible for the installation and continuous operation,
maintenance, repair, and replacement, when necessary, of the Improvements. Operation
(35090519;1)
and maintenance of such Improvements shall include, but not be limited to, spot painting,
graffiti abatement, periodic inspection, and emergency/storm event response. If it
becomes necessary, as determined in the sole discretion of Miami -Dade County, for
Miami -Dade County to make repairs, maintain, remove or replace the Improvements
including but not limited to restoration of the street, by reason of the City of Miami's
failure to do so, Miami -Dade County has the right, but not the obligation, to repair,
maintain, or replace same, and such expense shall be paid by the City of Miami upon
written request of Miami -Dade County. However, nothing contained herein shall be
construed as creating an obligation or responsibility for Miami -Dade County to inspect,
repair, replace, or maintain such Improvements.
Signage on traffic signals shall remain under the County's sole purview and
responsibility. Any non-standard signage shall be procured and provided by the City, for
installation by the County, or any contractor authorized by the County,
4. Non-standard devices include traffic devices approved by the Florida Department of
Transportation (FDOT) but not accepted for use by the County. The installation of the
non-standard enhancement devices for non -signalized pedestrian cross -walks, including
any in roadway lighting, requires a permit from the County, This agreement does not
obligate the County to approve or issue any such permit, nor preclude the County from
revoking said permit if issued.
5. To the extent allowed by and subject to the limitations of Florida Statute Section 768.28,
the City of Miamidoes hereby agree to indemnify and hold Miami -Dade County, its
officials, employees and instrumentalities, haiinless from any and all liability for any
damage, injury, or claim that may arise by virtue of the installation of the Improvements,
or the exercise of any rights, obligations or actions under this Agreement, including but
not limited to Miami -Dade County's permission for the installation of same, or from the
City of Miami's failure to maintain, repair, or replace the Improvements.
6. The undersigned further agrees that these conditions shall be deemed a continuing
obligation between the City of Miami and Miami -Dade County and shall remain in full
force and effect and be binding on the City of Miami, and any peiinitted successors or
assigns, until such time as this obligation has been cancelled, in the sole and absolute
discretion of Miami -Dade County, by an affidavit filed in the Public Records of Miami -
Dade County, Florida by the Director of the Miami -Dade County Public Works and
Waste Management Department (or their fully authorized representative). Prior to
executing said affidavit, the Improvements shall be subject to inspection by Miami -Dade
County, and the Improvements shall have been replaced with standard Improvements,
and in good working order. Any expenses for repairs, replacements, or corrections shall
be paid by the City of Miami.
7. All traffic control signs installed by the City in accordance with this Agreement shall
conform to the applicable requirements established by the Manual on Uniform Traffic
Control Devices for Streets and Highways, U.S. Department of Transportation Federal
Highway Administration (ANSI D6.Ie-1989), including latest revisions.
2
8. In the event that the City of Miami requests any third party to assume any of the
responsibilities hereunder, the City of Miami acknowledges that such assumption shall
not relieve the City of Miami from any obligations or responsibilities hereunder, Prior to
allowing such assumption, the City of Miami shall require such third party to additionally
indemnify :Miami -Dade County from any and all liability for any damage, injury, or
claim that may arise by virtue of the installation of the Improvements, or for the failure to
maintain the Improvements, and additionally, Miami -Dade County shall be named as an
additional insured on any insurance provided by such third party to the City of Miami.
No transfer, conveyance, or assumption, in whole or in part, of any right, obligation, or
responsibility hereunder shall be allowed absent prior written notification to Miami -Dade
County no less than fifteen days prior to such transfer. Additionally, such transfer must
include the recordation of the Covenant attached as Exhibit "A.," which shall not be
amended, modified, or released without written approval by the County Mayor or
Mayor's designee.
9. Nothing in this Agreement, expressed or implied, is intended to: (a) confer upon any
entity or person other than the parties and any permitted successors or assigns, any rights
or remedies under or by reason of the Agreement as a third party beneficiary or otherwise
except as specifically provided in this Agreement; or (b) authorize anyone not a party to
this Agreement to maintain an action pursuant to or based upon this Agreement.
Additionally, nothing herein shall be deemed to constitute a waiver of any rights under
Florida Statute Section 768.28, or as a waiver of Miami -Dade County's sovereign rights,
including but not limited to the issuance of permits.
10. The language agreed to herein expresses the mutual intent and agreement of Miami -Dade
County and the City of Miami, and shall not, as a matter of judicial construction, be
construed more severely against one of the parties from the other.
11. Miami -Dade County retains all of its sovereign prerogatives and rights as a county under
Florida laws and shall in no way be estopped from withholding or refusing to issue any
approval or permit as provided for under Florida law, including but not limited to the
Miami -Dade County Code and Public Works Manual.
12 Any obligations hereunder for payment or indemnification of Miami -Dade County that
arise prior to the termination of this Agreement shall survive the teiiiiination of this
Agreement.
13 Any notice, request, demand, approval, or consent given or required to be given
under this Agreement shall be in writing and shall be deemed as having been given when
mailed by United States registered or certified mail (return receipt requested), postage
prepaid, to the other parties at the addresses stated below or at the last address provided
by a party to the other party at which to receive notice.
3
City:
County :
City Manager
City of Miami
444 S.W. 2nd Avenue, 10th Floor
Miami, Florida 33130
Director of Public Works
City of Miami
444 S.W. 2'd Avenue, 8th Floor
Miami, Florida 33130
Miami -Dade County
Director of Public Works and Waste Management
Dept.
Stephen P. Clark Center
111 Northwest First Street
le Floor
Miami, Florida 33128
4
IN WITNESS WHEREOF, the City of Miami has caused this instrument to be executed by its
respective officials thereunto duly authorized, this the day and year above written.
"City"
CITY OF MIAMI, a municipal
ATTEST: corporation
By:
Todd Hannon, City Clerk Daniel J. Alfonso, City Manager
APPROVED AS TO LEGAL FORM
AND CORRECTNESS:
Victoria Mendez
City Attorney
APPROVED AS TO CONTENT:
Eduardo (Ed) Santaina.ri:a, P.E., CGC
Director, Department of Public Works
5
(ACKNOWLEDGMENT - CORPORATION)
STATE OF FLORIDA
MIAMI DADE COUNTY
}
}
}
SS,
BEFORE ME, the undersigned authority, this day personally appeared and
both being to me well known and known by me to be the
of the City of Miami, a corporation under the laws of the State of Florida, and which said
Corporation is known by me to be the person described in and which executed the foregoing
Covenant, the said officers of the said Corporation being likewise known by me to be the officers
thereof who, in their official capacities as such officers of said Corporation executed, signed and
delivered the said Covenant as the act and deed of said Corporation, and the said officers of said
Corporation then and there severally acknowledged to and before me that they executed the said
Covenant, acting in their said official capacities, for and as the act and deed of the said
Corporation and in its name, and impressed thereon its Corporate Seal, for the uses and purposes
therein mentioned, .and after being thereunto by the said Corporation duly authorized and
directed.
WITNESS my hand and official Seal at , in the County and State
aforesaid, on this, the day of , A.D. 20
Notary Public, State of
My Commission Expires:
MIAMI-DADE COUNTY BOARD OF COUNTY COMMISSIONERS, FLORIDA
By:
Mayor or Mayor's Date
Designee
Stephen P. Clark Center
111 N.W. 1 Street
Miami, Florida 33128
HARVEY RUVIN, CLERK
Attest:
By:
Deputy Clerk Date
6
Exhibit "3"
INTERGOVERNMENTAL AGENCY AGREEMENT
FOR THE PAINTING OF TRAFFIC CONTROL HARDWARE AND SUPPORT
SYSTEMS OPERATED AND MAINTAINED BY MIAMI-DADE COUNTY
THIS INTERGOVERNMENTAL AGENCY AGREEMENT FOR PAINTING OF
TRAFFIC SIGNAL ASSETS MAINTAINED BY MIAMI-DADE COUNTY (AGREEMENT),
made and entered into this day of , 2015, by and between the CITY OF MIAMI,
FLORIDA, a municipal corporation of the STATE OF FLORIDA (hereinafter referred to as the
"City") and MIAMI-DADE COUNTY, a political subdivision of the STATE OF FLORIDA
(hereinafter referred as the "County"),
WITNESSETH
WHEREAS, the City has requested that the County allow the City to paint the following
improvements black, along Miami -Dade County public rights -of -way, within the area of the Miami
Design District Retail Special Area Plan ("SAP"): all the traffic signal mast awns, and all
associated attachment hardware and support systems, including but not limited to the pedestals
for the pedestrian signals, brackets attached to certain poles and pedestals, pedestrian cross walk
devices, and control boxes (the "Improvements"), to match the installation of other non-
standard improvements to complement the high quality streetscape design within the SAP;
WHEREAS, the County is the agency responsible for the operation and maintenance of
all traffic control devices within Miami -Dade County; and
WHEREAS the County and the City agree that nothing contained in this agreement shall
diminish or impact the rights of either entity with respect to jurisdiction, sovereign or peiinitting
powers, or in any other matter related to the installation, use and maintenance of the traffic
signals unless specifically set forth herein, including but not limited to any County powers under
Section 2-95.1 of the Miami -Dade County Code; and
NOW THEREFORE, the City and the County agree as follows:
1. The recitals set forth above are incorporated herein by reference.
2. The City shall be allowed to paint the Improvements that are located entirely
within the boundaries of the SAP.
3, The traffic control boxes shall not be painted black, but may be wrapped with a
black removable material which will not impede the operation and maintenance of
the box. All other Improvements may be permanently painted black.
4. The painting of any traffic signal mast aun and support system at Florida
Department of Transportation ("FDOT") intersections shall require a written
agreement between the City and FDOT.
5. The painting of the Improvements shall be carried out in accordance to FDOT and
Miami -Dade County Public Works and Waste Management approved standards,
procedures, and material requirements.
{34105470;3}
The City shall be responsible for the aesthetics of all painted Improvements (e,g,
peeling, graffiti, flyers, stickers, etc.).
The City shall be responsible for the periodic maintenance of every Improvement
painted pursuant to this agreement. Periodic maintenance includes but is not
limited to: repair of cracks in the Improvements; removal and/or repair of grout
pads; resetting of anchor bolts; repair or replacement of deteriorated anchor bolts
and nuts; and replacement of the Improvements when it is determined through the
inspection process that the Improvements have reached the end of their service
life.
8 If the City fails to maintain the paint or the structure(s), they shall be responsible
for any and all costs incurred by the County to return them to their original state.
9 The County shall be responsible for responding to traffic impacts including repair
of all components damaged by the traffic impact. The City shall be responsible
for repainting the Improvements.
10. The City shall be responsible for any damages to County equipment resulting
from painting activities; including but not limited to site preparation, acid
washing, cleaning procedures, overspray, etc.
11, The City, or their authorized contractor, shall apply for and obtain a permit from
the County for all work, including but not limited to painting and/or repainting to
be performed at each traffic signal intersection, and all work is to be carried out
by properly licensed and certified personnel.
12. To the extent allowed by Florida Statute Section 768,28, the City of Miami does
hereby agree to indemnify and hold Miami -Dade County hauuless from any and
all liability for any damage, injury, or claim that may arise out of the painting of
the Improvements, or the exercise of any rights, obligations or actions under this
Agreement, including but not limited to Miami -Dade County's permission for the
installation of same, or from the City of Miami's failure to maintain, repair,
replace, or operate the Improvements.
13, Notwithstanding any other provision contained herein, no third party beneficiaries
are created with respect to any claims against the County by virtue of this
Agreement.
14. Nothing contained herein shall be construed to discharge or diminish the
responsibilities and duties, including but not limited to all permitting
requirements, of any third party which the work described herein..
15, The undersigned further agrees that these conditions shall be deemed a continuing ..
obligation between the City of Miami and Miami -Dade County and shall remain
in full force and effect and be binding on the City of Miami, and any permitted
successors or assigns, until such time as this obligation has been cancelled, in the
sole and absolute discretion of Miami -Dade County, by an affidavit filed in the
2
Public Records of Miami -Dade County, Florida by the Director of the Miami -
Dade County Public Works and Waste Management Department (or their fully
authorized representative).
16, In the event that the City of Miami requests any third party to assume any of the
responsibilities hereunder, the City of Miami acknowledges that such assumption
shall not relieve the City of Miami from any obligations or responsibilities
hereunder, Prior to allowing such assumption, the City of Miami shall require
such third party to additionally indemnify Miami -Dade County from any and all
liability for any damage, injury, or claim that may arise by virtue of the
installationof the Improvements, or for the failure to maintain th.e Improvements,
and additionally, Miami -Dade County shall be named as an additional insured on
any insurance provided by such thirdparty to the City of Miami. No transfer,
conveyance, or assumption, in whole or in part, of any right, obligation, or
responsibility hereunder shall be allowed absent prior written notification to
Miami -Dade County no less than fifteen days prior to such transfer. Additionally,
such transfer must include the recordation of the Covenant attached as Exhibit
"A," which shall not be amended, modified, or released without written approval
by the County Mayor or Mayor's designee.
17. Nothing in this Agreement, express or implied, is intended to: (a) confer upon any
entity or person other than the parties and any permitted successors or assigns,
any rights or remedies under or by reason of the Agreement as a third party
beneficiary or otherwise except as specifically provided in this Agreement; or (b)
authorize anyone not a party to this Agreement to maintain an action pursuant to
or based upon this Agreement. Additionally, nothing herein shall be deemed to
constitute a waiver of any rights under Florida Statute Section 768.28, or as a
waiver of Miami -Dade County's sovereign rights, including but not limited to the
issuance of permits.
18. The language agreed to herein expresses the mutual intent and agreement of
Miami -Dade County and the City of Miami, and shall not, as a matter of judicial
construction, be construed more severely against one of the parties from the other,
19, Miami -Dade County retains all of its sovereign prerogatives and rights as a
county under Florida laws and shall in no way be estopped from withholding or
refusing to issue any approval or permit as provided for under Florida law,
including but not limited to the Miami -Dade County Code and Public Works
Manual.
20. Any obligations hereunder for payment or indemnification of Miami -Dade
County that arise prior to the teiinination of this Agreement shall survive the
termination of this Agreement.
F
IN WITNESS WHEREOF, the parties hereto set their hands and official seals the day and year
first above written.
ATTEST:
HARVEY RUVIN
CLERK OF THE BOARD
BY:
County Deputy Clerk
MIAMI-DADE COUNTY, FLORIDA
BY ITS BOARD OF
COUNTY COMMISSIONERS
BY:
County Mayor or County Mayor's Designee
Approved by as to foil and legal sufficiency:
Assistant County Attorney
ATTEST:
BY:
City Clerk
CITY OF MIAMI, a municipal Corporation of the
State of Florida
BY:
Approved by as to foil ii and legal sufficiency:
City Attorney
4
City Manager