HomeMy WebLinkAboutRelease, Hold Harmless, and IndemnificationRELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement"), is made and entered into this 30th day of November , 20 20 , by
ESJ JI Leasehold, LLC
a Florida limited liability company ("Applicant") to the City of
Miami, Florida, a municipal corporation of the State of Florida, in the County of Miami -Dade
("City"); and
WHEREAS, the Applicant has applied to the City for
a Special Area Plan designation and future land use map amendment ("Request(s)") for the Property located at
approximately 1111 Parrot Jungle Trail and 1111 MacArthur Causeway ("Property"); and
WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter
defined); and
WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders
associated with the COVID-19 pandemic, including Emergency Order 10-20 which provides that
no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or
government facility open to the public in the County, with some exceptions; and
WHEREAS, the City will allow meetings and Proceedings to have virtual components by
using communications media technology as allowed by law ("Virtual Components") as described
herein; and
WHEREAS, the City will be conducting in -person hearings with Virtual Components
("Proceedings"); and
WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28, 2020, and
Ordinance No. 13914 on July 23, 2020, which, inter alia, modified the requirements regarding the
swearing in of parties and participants for any planning and zoning items and quasi-judicial
Release, Hold Harmless, and Indemnification Page 1 of 8
hearings, including all appeals from both, during the COVID-19 pandemic; andWHEREAS,
Ordinance No. 13903 temporarily suspends any requirement of members of the general public who
are not parties to be sworn in and temporarily allows parties to appear virtually and make
arrangements to be sworn in by oath or affirmation in -person at their location by an individual
qualified to perform such duty or be physically present at City Hall to be sworn in by oath or
affirmation by the City Clerk; and
WHEREAS, Ordinance No. 13914 temporarily allows qualified City staff, namely staff of
the City Clerk and staff of Hearing Boards, to swear in City staff appearing before any City body
for planning, zoning, or quasi-judicial hearings remotely by audio -video communication
technology from a location within the State, provided City staff can be positively identified; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with all Federal, State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the
employees and residents of the City; and
WHEREAS, the Applicant still wishes to proceed with the Virtual Components for the
Proceedings as described herein on its Request(s) at their own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with Virtual Components for Proceedings on the Request(s);
NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward
with the Virtual Components for the Proceedings on the Request(s), subject to the terms and
conditions set forth herein, and in further consideration of these premises, the Applicant does
hereby agree as follows:
Release, Hold Harmless, and Indemnification Page 2 of 8
1. The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as if fully set forth in this Section.
2. The Applicant acknowledges and agrees that if they proceed with their Request(s)
without delay, the City will hold Proceedings with Virtual Components on the Applicant's
Request(s) pursuant to Ordinance Nos. 13903 and 13914 as described above, with the Applicant,
the Applicant's representative(s), and all those that intend to testify required to make arrangements
to be sworn in by oath or affirmation in -person at their off -site location by an individual qualified
to perform such duty or to coordinate with the City to be sworn in at City Hall, as required by the
City's procedures.
3. The Applicant also acknowledges that per Ordinance No. 13903, the general public will
not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation,
but will have several different avenues for public comment, which may include prerecorded phone
and video submission, an online public comment form, preregistration for a live call back during
the meeting, and in -person comment at City Hall.
4. The Applicant further acknowledges that while the City has established and
implemented precautionary and preventative measures to reduce the spread of COVID-19 pursuant
to the Center for Disease Control and Prevention ("CDC") and the Florida Department of Health
("FDOH") recommendations, the City cannot and does not guarantee that persons will not become
affected. The Applicant acknowledges that they are proceeding at their own risk.
5. The Applicant for themselves, their heirs, grantees, personal representatives,
successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge,
and covenant not to sue the City, and its officers, officials, directors, employees, personnel,
volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other
Release, Hold Harmless, and Indemnification Page 3 of 8
persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, "Released Parties") of and from any and all claims, including all liabilities, claims,
actions, damages, costs, or expenses, of any kind, arising out of or relating to the Applicant' s, or
any of its representatives', exposure to COVID-19 due to Applicant's or any of its representatives'
physical appearance at the Proceeding(s).
6. The Applicant, for themselves, their heirs, grantees, personal representatives,
successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge,
and covenant not to sue the Release Parties from any and all claims, demands, suits, causes of
action (including by way of illustration and not limitation, actions to challenge, set aside, or void
any proceeding or entitlement; actions to assert any constitutional, due process, or property rights
claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
and attorney' s fees, at all levels of proceedings [administrative, trial, and appellate levels] for any
and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and
settlements in any way based on, arising from, relating to, incidental to, or connected to, directly
or indirectly, in whole or in part, any one or more of the following enumerated matters
(collectively, "Released Matters"): (i) this Agreement; (ii) the Virtual Components of the
Proceedings on Applicant's Request(s), including, without limitation, the City's procedures
regarding Virtual Components (including but not limited to those found in Ordinance Nos. 13903
and 13914), the swearing -in procedures, the public comment procedures, the scheduling
procedures, and all other aspects involving the Virtual Components of the Proceedings and the
City' s procedures thereon (including, without limitation, any due process claim(s), claim(s) of
defective notice, or any other claim(s) arising from the format, legal sufficiency, or technological
Release, Hold Harmless, and Indemnification Page 4 of 8
specifications of the Virtual Components of the Proceedings or communications media technology
used to conduct the Proceedings); (iii) the City's use of communications media technology while
conducting an in -person meeting while social distancing guidelines remain in place; or (iv) any
and all third -party claim(s), challenge(s), appeal(s), or other proceeding(s) arising from any of the
matters described in this Section, in whole or in part.
7. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties
against any and all claims, demands, suits, causes of action (including by way of illustration and
not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to
assert any constitutional, due process, or property rights claims or violations; any actions or claims
for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and
expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings
[administrative, trial, and appellate levels] for any and all defense, investigation, or processing
thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising
from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of
the Released Matters.
8. Nothing herein is intended to waive or deprive Applicant of its right to appeal a
determination of the body for reasons wholly unrelated to, and not at all associated with, the Virtual
Components of the Proceedings, to the extent such a right to appeal exists.
9. The Applicant is voluntarily executing this Agreement and has not been pressured,
forced, threatened, or coerced to execute this Agreement or to proceed with the Virtual
Components of the Proceedings required for the Applicant' s Request(s). The Applicant
understands that they have a right to consult with an attorney before signing this Agreement and
have either consulted with an attorney or knowingly and voluntarily decided not to consult with
Release, Hold Harmless, and Indemnification Page 5 of 8
an attorney. The Applicant is not under the influence of any drugs, alcohol, medication, any other
narcotic or have any mental illness that might tend to affect the ability to knowingly enter into this
Agreement and move forward with the Proceedings.
10. The Applicant has read and understand(s) the terms of this Agreement.
11. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice
the City's right to impose protections pursuant to State, County, City, or any other agency orders,
regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public
health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped
from enforcing the terms of this Agreement for any reason.
12. Invalidation of any of provisions of this Agreement by judgment of a court shall not
affect any of the other provisions, which shall remain in full force and effect.
13. The undersigned confirms that they are the Applicant (or the authorized
representative(s) of the Applicant), are authorized to enter this Agreement, and have authority to
bind the Applicant. As applicable, the most recent Sunbiz and a duly adopted Resolution from the
Applicant entity is attached hereto.
14. This Agreement may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, and such counterparts shall together constitute but one
and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature
of this Agreement (whether by facsimile, PDF or other email transmission), which signature shall
be binding and have the same effect as original signatures.
[Signature pages follow]
Release, Hold Harmless, and Indemnification Page 6 of 8
This space intentionally left blank
IN WITNESS WHEREOF, the Applicant has caused these presents to be executed and
signed in its name by its proper officer on the day set forth above.
Signed, Sealed and Delivered
fait IQaSehO kd, r
(Name of Applicant)
a t to ri dO.i I l mi feel 10-0i 11
(Type of Company or Indivi ual)
�I fki1 moor'
(Name of Person Authorized to Sign)
0411. rater
(Title)
STATE OFdA% )
) SS
COUNTY OFQ.4l nar z)
The foregoing instrument was acknowled ed before me by means of X physical
presence OR online notarization, this day of f 1t}'Vent ` , 2020, by
jpixe fro la { L L.r' , a Ifi icy it rein as a+,Q ]l eet],f" of
. Personally Known l%[ or Pruced Identification
Type of Identification Produced
RACHAEL PETERS
MY COMMISSION # GG 202849
EXPIRES: August 2, 2022
Bonded Thru F1oltary Public Undonvdtgrg
Release, Hold Harmless, and Indemnification
r Stamp Name:
Notary Public, State o
Commission No.: C_
My Commission Expires:
Page 7 of 8
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Arthur Noriega, V
City Manager
ATTESTED:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria Mendez, City Attorney
Release, Hold Harmless, and Indemnification Page 8 of 8
WRITTEN CONSENT
OF THE SOLE MEMBER AND ALL OF THE MANAGERS OF
ESJ JI LEASEHOLD, LLC
The undersigned, thc sole member (the "Member") and all of the managers (the
"Managers") of ESJ JI Leasehold, LLC, a Florida limited liability company (thc "Company"), do
hereby consent and agree to the adoption of, and do hereby adopt, the following resolutions of
the Company in lieu of holding a meeting, and direct that these resolutions be filed in the records
of the Company:
WHEREAS, the Member and the Managers deem it advisable and in thc best interests of
the Company for the Company to grant T. Spencer Crowley, Ncisen O. Kasdin, Nicolas J.
Barshcl, and Wesley J. Hevia, of Akcrman LLP, a power of attorncy pursuant to that ccrtain
Power of Attorney attachcd hereto as Exhibit A (the "Power of Attorney").
NOW THEREFORE, BE IT RESOLVED, that the Power of Attorney is hcrcby
authorized, approved, adopted, confirmed and ratified in all respect;
FURTHER RESOLVED, that any Manager, acting alone, be and hereby is, authorized
and empowered to execute and deliver on behalf of the Company any and all agreements,
instruments, certificates or documents necessary to consummate or effectuate the Power of
Attorney, in the name and on bchal f of the Company;
FURTHER RESOLVED, that cach Manager is hereby authorized, empowered and
directed, in thc name and on behalf of the Company to make or causc to be made, and to execute
and deliver, all such agreements, documents, instruments and certifications, and to do or cause to
bc done all such acts and things, and to take all such steps, as he or she may at any time or times
deem necessary or desirable in order to carry out the intent and purposes of the foregoing
resolutions; and
FURTHER RESOLVED, that all documents, agreements and instruments previously
executed and delivered, and any and all actions previously taken by any Manager in connection
with or related to the matters set forth in, or reasonably contemplated or implied by, the
foregoing resolutions bc, and cach of them hereby is, adopted, ratified, confirmed and approved
in all respects and for all purposes as the acts and deeds of the Company; and
FURTHER RESOLVED, that this written consent may be executed in multiple
counterparts, each of which shall bc an original but all of which together shall constitute but one
and the same agreement and that this document may bc executed by facsimile or c-mail "pdf'
copy and such signatures shall be treated as originals for all purposes.
/Signature on following page/
49942304;2
IN WITNESS WI IF. SEC) , the undersigned has executed this Written Consent as of the
jQ day of .,.t er20I9.
MEMBER:
ESJ JI, LP, a Florida limited partnership
By: ESJ JI GP, LLC, a Florida limited liability
company, its general pant cr
By:
Name:
Title:
MANAGERS:
Arnaud itbon
Philippe Marchal
Mirouun
49942304;2
EXHIBIT A
Power of Attorney
49942304;2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that ESJ JI LEASEHOLD, LLC, a Florida
limited liability company, has made, constituted and appointed, and by these presents do make,
constitute and appoint T. SPENCER CROWLEY, NEISEN O. KASDIN, NICOLAS J.
BARSHEL, and WESLEY J. HEVIA, of Akerman LLP, as its true and lawful attorneys in its
stead to execute all documents and instruments required with respect to applications for a
Comprehensive Plan Amendment and Rezoning under the requirements of the City of Miami Code
of Ordinances and Miami 21 zoning code, submitted to the Office of Hearing Boards, for the
properties located at 1111 Parrot Jungle Trail (Folio: 01-3231-000-0014) and 1111 MacArthur
Causeway (Folio: 01-3231-000-0016) in Miami, Florida, giving and granting unto T. SPENCER
CROWLEY, NEISEN O. KASDIN, NICOLAS J. BARSHEL, and WESLEY J. HEVIA its
said attorneys, full power and authority to do and perform all and every act and thing whatsoever
requisite and necessary to be done with respect to the application as fully, to all intents and
purposes, as he might or could do if personally present, with full power of substitution and
revocation, hereby ratifying and confirming all that said attorney or his substitute shall lawfully do
or cause to be done by virtue hereof.
Al IN WITNESS WHEREOF, I have hereunto set myfour hand(s) and seal(s) this /3 day of
(iepkin K, 2019.
d delivered in the presence of:
itne s ignature
fitness ► : �►rt',
Ph/6/J
Winless Signature
Variin tat
Print Name
Witness Name
STATE OFY/dkh/ )
SS:
COUNTY OF Mi ark,/ )
��The foregoing instrument was ack u • ledged 1 fnre i c this l ( day of de e/i1 be r
fr/ by le AM(/ () ' ho is personally known to e or who has produced a
-�' as t•e
49942304;2
L_.
OTAI( .b*iIC
Print Name: i amid'
My commis on expires: 8 9 p 2T
RACHAEL PETERS
MY COMMISSION # GG 202849
EXPIRES: August 2, 2022
` : , Bonded Thru Notary Public Underwriters
DIVISION OF CORPORATIONS
)1YI3iotI of r
rut oJJleirrl 3itur of Florida Irrtb3iri
aenartment of State / Division of Corporations / Search Reoordq / Search by En y Name /
Detail by Entity Name
Florida Limited Liability Company
ESJ JI LEASEHOLD, LLC
Fi ing Information
Document Number L16000122274
FEI/EIN Number 37-1831246
Date Filed 06/24/2016
State FL
Status ACTIVE
Principal Address
19950 W. COUNTRY CLUB DR.
SUIT # 800
AVENTURA, FL 33180
Mailing Address
19950 W. COUNTRY CLUB DR.
SUIT # 800
AVENTURA, FL 33180
Registered Agent Name & Address
ESJ ASSET MANAGEMENT LLC
19950 W. COUNTRY CLUB DR.
SUIT # 800
AVENTURA, FL 33180
Authorized Person(s) Detail
Name & Address
Title MGR
ESJ CAPITAL PARTNERS LLC
19950 W. COUNTRY CLUB DR, SUIT#800
AVENTURA, FL 33180
Annual Reports
Report Year Filed Date
2018 03/05/2018
2019 04/12/2019
2020 04/02/2020
Document Images
04/02/2020 -- ANNUAL REPORT
04/12/2019 -- ANNUAL REPORT
03/05/2018 -- ANNUAL REPORT
03/06/2017 -- ANNUAL REPORT
Ofi/24/701fi -- Florida I imited Liability
View image in PDF format
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Flunda Department of Sr:,aeDivsiun of Curpuratiuns
2020 FLORIDA LIMITED LIABILITY COMPANYANNUAL REPORT FILED
DOCUMENT# L16000122274 Apr 02, 2020
Entity Name: ESJ JI LEASEHOLD, LLC Secretary of State
1931198327CC
Current Principal Place of Business:
19950 W. COUNTRY CLUB DR.
SUIT# 800
AVENTURA, FL 33180
Current Mailing Address:
19950 W. COUNTRY CLUB DR.
SUIT # 800
AVENTURA, FL 33180 US
FEI Number: 37-1831246 Certificate of Status Desired: No
Name and Address of Current Registered Agent:
ESJ ASSET MANAGEMENT LLC
19950 W. COUNTRY CLUB DR.
SUIT# 800
AVENTURA, FL 33180 US
The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, in the State of Florida.
SIGNATURE:
Electronic Signature of Registered Agent
Authorized Person(s) Detail :
Title MGR
Name ESJ CAPITAL PARTNERS LLC
Address 19950 W. COUNTRY CLUB DR,
SUIT#800
City -State -Zip: AVENTURA FL 33180
Date
I hereby certify that the information indicated on this report or supplemental report is true and accurate and that my electronic signature shall have the same legal effect as if made under
oath; that I am a managing member or manager of the limited liability company or the receiver or trustee empowered to execute this report as required by Chapter 605, Florida Statutes; and
that my name appears above, or on an attachment with all other like empowered.
SIGNATURE: ESJ CAPITAL PARTNERS LLC
MGR 04/02/2020
Electronic Signature of Signing Authorized Person(s) Detail Date