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HomeMy WebLinkAboutExhibitINDEMNITY AGREEMENT This INDEMNITY AGREEMENT (this "Agreement") is made effective on May 15, 2021 by and between the United States Sailing Center, INC., (hereinafter, "USSC"), of 2476 South Bayshore Drive, Miami, Florida 33133 and the City of Miami (hereafter, "City") — property Lessor of 2476 S. Bayshore Dr., Miami, Florida 33133. USSC and City of Miami are sometimes individually referred to as "Party" and collectively referred to as the "PARTIES." WHEREAS, USSC has a lease agreement with the City to operate a Sailing Center and Olympic Training Site at the location. WHEREAS, the surrounding waters of the property including submerged lands located within TIITF Deeds No. 19448 and No. 24277 (Section 22, Township 54 South, Range 41 East) are controlled by the City. WHEREAS, Coral Reef Yacht Club (hereafter "CRYC") has an easement from the City for the submerged lands on the west side of the canal, and the USSC makes use of the City of Miami owned submerged lands adjacent to the 2476 property on the eastern side of the canal. WHEREAS USSC seeks to make improvements to the property and surrounding submerged lands to improve access and use of the waterfront property to include dredging and floating dock replacement, and WHEREAS USSC is applying for permits through all necessary agencies to fulfill these improvements, WHEREAS, USSC and CRYC will jointly share the cost of dredging the shared canal between the two properties. WHEREAS, the current USSC — City of Miami lease agreement 16.1 acknowledges that USSC "shall indemnify, protect, defend and hold harmless the Lessor, its officials and employees, from and against any and all claims, suits, actions, damages or causes of action of whatever nature arising out of the use or operations of the Property..." WHEREAS, this indemnification shall extend to any submerged lands adjacent to the Property that may be involved by the permits previously mentioned. NOW WHEREFORE, in consideration of the mutual covenants and conditions contained herein, USSC and City of Miami hereby agree as follows: 1 1. Indemnification. USSC shall fully defend, indemnify, and hold harmless City of Miami from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or injury, of any kind whatsoever (including without limitation all claims for monetary loss, property damage, equitable relief, personal injury and/or wrongful death), whether brought by an individual or other entity, or imposed by a court of law or by administrative action of any federal, state, or local governmental body or agency, arising out of, any claim of injury or other damages claimed by or incurred by any person involved during these improvements. This indemnification applies to and includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys' fees, and related costs or expenses, and any reimbursements to City of Miami for all legal fees, expenses, and costs incurred by it as a result of loss, injury or damages claimed by or incurred by any persons during these improvements. 2. Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the actual legal power, right, and authority to make this Agreement and bind each respective Party. 3. Amendment; Modification. No supplement,modification, or amendment ofthis Agreement shall be binding unless executed in writing and signed by both Parties. 4. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise. 5. Attorneys' Fees and Costs. If any legal action or other proceeding is brought in connection with this Agreement, the successful or prevailing Party, if any, shall be entitled to recover reasonable attorneys' fees and other related costs, in addition to any other relief to which that Party is entitled. In the event that it is the subject of dispute, the court or trier of fact who presides over such legal action or proceeding is empowered to determine which Party, if any, is the prevailing party in accordance with this provision. 6. Entire Agreement. This Agreement contains the entire agreement between the Parties related to the matters specified herein and supersedes any prior oral or written statements or agreements between the Parties related to such matters. 7. Enforceability, Severability, and Reformation. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it wouldbecome valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. The intent of the Parties is to provide as broad an indemnification as possible under Florida law. If any aspect of this Agreement is deemed unenforceable, the court is empowered to modify this Agreement to give the broadest possible interpretation permitted under Florida law. 2 8. Applicable Law. This Agreement shall be governed exclusively by the laws ofFlorida, without regard to conflict of law provisions. 9. Exclusive Venue and Jurisdiction. Any lawsuit or legal proceeding arising out of or relating to this Agreement in any way whatsoever shall be exclusively brought and litigated in the County or Circuit Court for Miami -Dade County, Florida. Each Party expressly consents and submits to this exclusive jurisdiction and exclusive venue. Each Party expressly waives the right to challenge this jurisdiction and/or venue as improper or inconvenient. Each Party consents to the dismissal of any lawsuit that they bring in any other jurisdiction orvenue. 10. Signatures. This Agreement shall be signed on behalf of United States Sailing Center by, Christopher F. Lanza, Vice President of USSC and by City of Miami representative, and effective as of the date first written above. United States Sailing Center - Miami By: Date: Christopher F. Lanza Vice President USSC City of Miami, Dept. of Real Estate and Asset Mgmt. By: Date: DREAM Department, City of Miami 3 Exhibit A