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HomeMy WebLinkAboutCRA-R-25-0007 Exhibit AACCESS, INDEMNIFICATION, AND HOLD HARMLESS AGREEMENT This Access, Indemnification, and Hold Harmless Agreement (the "Agreement"), entered into this day of , 2025, (the "Effective Date") by and between [INSERT COMPANY NAME], a Florida [corporation/limited liability company], whose principal place of business is [company principal address] ("Accessor"), and SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes (the "SEOPW CRA"). WITNESSETH WHEREAS, Accessor has voluntarily requested permission to access SEOPW CRA-owned property, located at 1611 N.W. 3' Avenue, Miami, Florida 33136 (Folio number 01-3136-021-1700) as more particularly described in Exhibit "C" (the "Property") for the purpose of using the Property as a construction staging area for the renovation efforts being taken at the Overtown Business Resource Center ("Purpose"); and WHEREAS, the SEOPW CRA desires to grant Accessor temporary and limited access to the Property in exchange for the promises and obligations described below; and NOW, THEREFORE, in consideration of the mutual promises and obligations contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Recitals and Incorporations. The foregoing recitals are true and correct and are incorporated herein by this reference. The following exhibits are attached hereto and hereby incorporated and made a part of this agreement: Exhibit A — Insurance Requirements Exhibit B — Work Plan Exhibit C — Legal Description of Property If there is a conflict between this Agreement and any attached Exhibit, the conflict shall be resolved in favor of the Agreement then each exhibit in the priority order as indicated above. 2. Definitions. Any reference to days shall mean calendar days unless specifically stated otherwise. 3. Right to Access. The SEOPW CRA grants to Accessor, temporary access rights to enter upon the Property solely for the purposes described in Exhibit `B," subject to the terms and conditions hereinafter contained during the Access Period. Said temporary access rights are subject to the requirement that Accessor provide forty-eight (48) hours of advance written notice prior to the commencement of any access or work on the Property. 4. Access Period. The Accessor may exercise its temporary access rights beginning on the Effective Date first written above, and ending days thereafter (the "Access Period"). Accessor shall vacate the property, restore it to its preexisting condition as further described below, and remove any of Accessor's effects and equipment prior to the expiration of the Access Period. The Access Period may be extended for an additional period of no more than ninety (90) days in the sole discretion of the SEOPW CRA and with Executive Director's written approval. 5. Condition of Property. Accessor has inspected, or has been given the opportunity to inspect, the Property, prior to execution of this Agreement, and accepts the Property "as is," in its present condition and state of repair and without any representation by or on behalf of the SEOPW CRA. Accessor agrees to maintain the Property in a good and safe condition and that the SEOPW CRA shall not, under any circumstances, be liable for any latent, patent, or other defects in the Property. 6. Return of Property. The Accessor shall return the Property to the same or better condition than the when the Accessor first accessed the Property upon the expiration of the Access Period or when the Accessor completes its work and no longer requires access, whichever occurs first. The Accessor agrees to remit and pay all costs, fees, or expenses for placing the Property back in the aforementioned same or better condition. The Accessor agrees the SEOPW CRA shall not expend any resources whatsoever for placing the Property back in the aforementioned same or better condition. The Accessor further agrees the SEOPW CRA shall be entitled to true and correct copies of all reports, final permit and conclusions obtained as a result of any work performed on the Property. If the Accessor fails to return the Property to its preexisting condition, the SEOPW CRA may cause any necessary work or repairs to be completed and seek costs from the Accessor. 7. Indemnification and Hold Harmless. Accessor shall indemnify, protect, defend, release, and hold the SEOPW CRA, its officers, officials, employees, agents, representatives, and servants (collectively the "Indemnitees") harmless from and against all claims, damages, liabilities, civil actions, statutory or similar claims, injuries and losses, including but not limited to reasonable attorneys' fees and court costs, incurred by the Indemnities due to injury to person or property arising out of or in connection with this Agreement and Accessor's, or any of its agents, employees, representatives, contractors, subcontractors, or consultants' (collectively "Accessor's Representatives") performance or nonperformance in its access of the Property, even if it is alleged that the Indemnitees were negligent. Accessor hereby voluntarily and knowingly waives any and all claims against the Indemnitees for injuries to person or property sustained by Accessor or Accessor's Representatives arising out of or related to the activities undertaken by Accessor or Accessor's Representatives upon the Property or in connection therewith and releases the Indemnitees from any and all claims and liabilities in connection therewith. Accessor shall require all contracts entered into in connection with this Agreement shall include the obligation that all other contractors shall also indemnify, defend, and hold harmless the SEOPW CRA from any and all claims in connection with the proposed work. The Accessor acknowledges that the grant of this Agreement is good, separate, and distinct consideration afforded by the SEOPW CRA for this indemnification. THE ACCESSOR HAS READ AND VOLUNTARILY SIGNS THIS RELEASE AND HOLD HARMLESS AGREEMENT, and further agrees that no oral representations, statements or inducements apart from the foregoing written Agreement have been made. 8. Release and Covenant not to Sue. Accessor hereby releases, waives, discharges, and covenants not to sue the Indemnitees from all liability to Accessor, its affiliates, predecessors, successors, subsidiaries, related companies, divisions, officers, employees, agents, personal representatives, assigns, heirs, and next of kin for any and all loss or damage, and any claim or demands therefor on account of injury to person or property or resulting in death or dissolution of the Accessor, its affiliates, predecessors, successors, subsidiaries, related companies, divisions, officers, employees, agents, personal representatives, assigns, heirs, and next of kin, whether caused by the negligence of the SEOPW CRA, or otherwise, while the Accessor is in, upon or nearby the Property. 9. Successor's in Interest. This Agreement shall be legally binding upon the Accessor, its successors in interest, heirs, estate, assigns, legal guardians, and personal representatives. The Accessor is aware that it is releasing certain legal rights that it may otherwise have, and is undertaking other specific legal obligations that it otherwise might not have, and it nevertheless shall enter into this Agreement on behalf of itself, and others described above, of its own free will. 10. Risk of Loss. Accessor understands that it is responsible for providing its own security and agrees that the SEOPW CRA shall not be liable for any loss, injury or damage to any personal property, fixtures, materials, supplies, or equipment brought into the Property by Accessor or by anyone whomsoever, during the time that the Property is under the control of or occupied by the Accessor. All personal property, fixtures, materials, supplies placed or moved in the Property shall be at the risk of Accessor or the owner thereof. 11. Insurance. The Accessor shall be required to maintain, at all times, insurance requirements in accordance with Exhibit "A." Also, the SEOPW CRA, 819 N.W. 2nd Avenue, 3' Floor, Miami, FL 33136 shall be named as an Additional Insured and Certificate Holder. Accessor must include the same or greater insurance coverage in all contracts or subcontracts pertaining to the access contemplated by this Agreement. Contractors utilized by the Accessor must comply with the lines of coverage contemplated under this section. 12. Termination. The SEOPW CRA shall have the right to terminate this Agreement by giving Accessor at least fifteen (15) days prior written notice for any reason or no reason for its convenience. The SEOPW CRA may also terminate this Agreement immediately for cause upon written notice if Accessor has defaulted under the terms of this Agreement. 13. Survival. All obligations (including but not limited to indemnity and obligations to defend and hold harmless) and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement shall survive such expiration or earlier termination. 14. Notices. Notices required under the Agreement shall be deemed to be given when hand -delivered (with receipt therefore) or mailed by registered or certified mail, postage prepaid, return receipt requested. AS TO THE ACCESSOR: AS TO THE SEOPW CRA: James D. McQueen Executive Director 819 N.W. 2nd Avenue, 3' Floor Miami, FL 33136 JMcQueen@miamigov. com WITH A COPY TO: Vincent T. Brown, Esq. Staff Counsel/Deputy Director 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 VTBrown@miamigov.com 15. Sovereign Immunity. Nothing in this Agreement should be construed to waive sovereign immunity beyond the limitations set forth in s. 768.28, Florida Statutes. 16. Public Records. Accessor understands that the public shall have access, at all reasonable times, to all documents and information pertaining to the SEOPW CRA, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, and Accessor agrees to allow access by the SEOPW CRA and the public to all documents subject to disclosure under applicable law unless there is a specific exemption from such access. Accessor's failure or refusal to comply with the provisions of this Section shall result in immediate termination of the Agreement by the SEOPW CRA. a. Pursuant to the provisions of Chapter 119.0701, Florida Statutes, Accessor must comply with the Florida Public Records Laws, specifically Accessor must: b. Keep and maintain public records that ordinarily and necessarily would be required by the SEOPW CRA in order to perform the service/Programming. c. Provide the public with access to public records on the same terms and conditions that the City of Miami would provide the records and at a cost that does not exceed the cost provided in Chapter 119 or as otherwise provided by law. d. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. e. Meet all requirements for retaining public records and transfer, at no cost to the SEOPW CRA, all public records in possession of Accessor upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. f. All records stored electronically must be provided to the SEOPW CRA in a format compatible with the information technology systems of the SEOPW CRA. g- Accessor agrees that any of the obligations in this Section will survive the term, termination, and cancellation hereof. IF ACCESSOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO ACCESSOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT AS A PUBLIC CONTRACT, PLEASE CONTACT THE CITY'S CUSTODIAN OF PUBLIC RECORDS AT TELEPHONE NUMBER 305-416-1800, EMAIL: PUBLICRECORDS@MIAMIGOV.COM, AND MAILING ADDRESS: PUBLIC RECORDS C/O OFFICE OF THE CITY ATTORNEY, 9TH FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130 OR THE CITY'S DEPARTMENT OF REAL ESTATE AND ASSET MANAGEMENT CUSTODIAN OF RECORDS AT 3RD FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130. 17. Counterparts. 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 on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 18. Entire Agreement. This Agreement along with its incorporated Exhibits contain all the terms and conditions agreed upon by the parties. This Agreement constitutes the full and final agreement between the parties as to the subject matter of the Agreement. This Agreement supersedes and replaces all prior or contemporaneous communications and agreement between the parties, whether oral or otherwise, as to its subject matter. No other contract, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind any of the parties hereto. 19. Severability. If any provision of this Agreement is held invalid, void, or unenforceable by a court of competent jurisdiction, such provision shall be construed in a manner to make it enforceable. In the event the provision cannot be enforced through any interpretation, such provision shall be considered severable and the remainder of this Agreement shall continue in full force and effect. 20. No Waiver. No waiver or breach of any provision of this Agreement 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 in accordance with this Agreement. 21. Modifications, Amendments, Extensions, Waivers. Any alterations, variations, modifications, extensions or waivers of provisions of this Agreement, including but not limited to access to and any other uses of the Property, and the Access Period, shall only be valid when they have been reduced to writing and duly authorized by the SEOPW CRA Executive Director or SEOPW CRA Board of Commissioners as appropriate and the authorized representatives for Accessor. 22. Audit. This Agreement and all documents connected therewith shall at all times be subject to the audit and inspection requirements of Chapter 18 of the Code of Ordinances of the City of Miami, as amended ("City Code"). 23. Governing Law & Venue. This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida without regard to its conflicts of laws provisions. Any controversies or legal proceedings arising out of this Agreement shall be submitted to the jurisdiction of the state courts of the Eleventh Judicial Circuit, in and for, Miami -Dade County, Florida. 24. Waiver of Jury Trial. EACH PARTY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY BREACH THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, OR MODIFICATIONS TO THIS AGREEMENT. 25. Compliance with Federal, State, and Local Laws. Accessor agrees to observe and comply with all applicable federal, state, and local laws, rules, and regulations as they may be amended from time to time. Signature Page To Follow IN WITNESS WHEREOF, the SEOPW CRA and Accessor have caused this Agreement to be executed as of the Effective Date set forth above. ACCESSOR: a Florida By: Signature Date Print Name Title STATE OF COUNTY OF The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this day of , 20 by , who is ❑ personally known to me or ❑ has produced as identification and who did not take an oath. Notary Stamp: Signature of Notary Public Taking Acknowledgment Print Name: Serial Number (if any): Commission Expires: ATTEST: By: SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, of the City of Miami, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes By: Todd B. Hannon James D. McQueen Clerk of the Board Executive Director APPROVED AS TO FORM AND APPROVED AS TO INSURANCE LEGAL SUFFICIENCY: REQUIREMENTS: By: By: Vincent T. Brown, Esq. Ann -Marie Sharpe Staff Counsel Director of Risk Management EXHIBIT "A" INSURANCE REQUIREMENTS - HOLD HARMLESS AGREEMENT I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability $ 1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 $ 1,000,000 A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee 500,000 for bodily injury caused by disease, policy limit IV. Protection and Indemnity Liability Each Occurrence $1,000,000 General Aggregate Limit Retro Date Included $1,000,000 Pollution and Jones Act included City of Miami listed as an additional insured as to Pollution Liability coverage The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer 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 `B" WORK PLAN EXHIBIT "C" LEGAL DESCRIPTION OF PROPERTY ERICKSONS SUB PB B-88 S55FT OF LOTS 6 & 7 & LOTS 8 & 9 BLK 12 LOT SIZE 160.000 X 102 OR 18818-3414 1099 3