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HomeMy WebLinkAbout25464AGREEMENT INFORMATION AGREEMENT NUMBER 25464 NAME/TYPE OF AGREEMENT FLORIDA INTERNATIONAL UNIVERSITY BOARD OF TRUSTEES DESCRIPTION MEMORANDUM OF AGREEMENT/ACCESS TO MIAMI PARKS MORNINGSIDE BIOCAP SEAWALL TILES EFFECTIVE DATE February 18, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 2/18/2025 DATE RECEIVED FROM ISSUING DEPT. 2/19/2025 NOTE DOCUSIGN AGREEMENT BY EMAIL MEMORANDUM OF AGREEMENT BETWEEN THE CITY OF MIAMI AND THE FLORIDA INTERNATIONAL UNIVERSITY BOARD OF TRUSTEES FOR ACCESS TO CITY OF MIAMI PARKS THIS MEMORANDUM OF AGREEMENT, made and entered into as of the date of the last signature below, by and between the CITY OF MIAMI, FLORIDA, a Florida municipal corporation, whose principal address is located at 444 SW 2nd Avenue, Miami, Florida 33130, hereinafter referred to as the "CITY", and THE FLORIDA INTERNATIONAL UNIVERSITY BOARD OF TRUSTEES, on behalf of its College of Communication, Architecture + The Arts, Departments of Architecture and Landscape Architecture + Environmental and Urban Design, and College of Arts, Sciences & Education, Department of Biological Sciences and Institute of Environment, hereinafter referred to as "FIU", whose principal address is 11200 SW 8th Street, MARC 430, Miami FL 33199, hereby acknowledge the following: RECITALS WHEREAS, FIU's College of Communication, Architecture + The Arts, Departments of Architecture and Landscape Architecture + Environmental and Urban Design ("CARTA"), and FIU's College of Arts, Sciences & Education, Department of Biological Sciences and Institute of Environment ("CASE") has secured a grant from the US Environmental Protection Agency ("EPA") to conduct a project entitled "Biodiversity Improvement by Optimizing Coastal Adaptation and Performance" (`BIOCAP"); and WHEREAS, CARTA and CASE in collaboration with other environmental study stakeholders, aim to enhance coastal ecosystem resilience through synergistic integration of cutting -edge technologies and ecologically sound conservation approaches, leveraging environmental data, advanced analytics, artificial intelligence, and robotic fabrication techniques, including 3D-printed concrete, to create intricately shaped blocks that provide tailored habitats for various marines species; and WHEREAS, in the interest of developing hybrid infrastructure solutions that not only mitigate the impacts of climate change but also foster sustainable economic growth, the CITY, through its department of Parks & Recreation ("Parks"), will allow FIU to install and monitor up to twenty (20) 3D printed Tiles ("BioCAP SEAWALL TILES") on an existing seawall ("SEAWALL CAP ACTIVITY") in Morningside Park ("MORNINGSIDE") to measure how the integration of optimized modular construction, alternative materials, and advanced fabrication technologies can enhance the performance of seawalls and landscape infrastructure within the CITY; and WHEREAS, the SEAWALL CAP ACTIVITY will be conducted for the express purpose of advancing the design of shoreline landscapes that promote biodiversity, mitigate coastal erosion, and manage stormwater runoff, in MORNINGSIDE located within the CITY; and WHEREAS, monitoring of the SEAWALL CAP ACTIVITY will be performed by FIU to observe how BioCAP SEAWALL TILES function in areas subject to high tidal flow and saline waters including, but not limited to, the levels and types of marine biodiversity observed on the BioCAP SEAWALL TILES and how the BioCAP SEAWALL TILES enhance the structural integrity of the existing seawall; and WHEREAS, this Memorandum of Agreement ("MOU") is separate and apart from any other concurrent duties and obligations FIU may be engaged in with CITY pursuant to the terms and conditions of any other current valid agreement between the Parties; and 1 NOW, THEREFORE, in consideration of the foregoing contained herein, the CITY and FIU (collectively referred to as, "the Parties" and individually as a "Party"), the sufficiency of which is hereby acknowledged by the Parties agree that the foregoing recitals are true and correct and further agree as follows: 1. The recitals set forth in the preamble of this MOU are hereby adopted by reference thereto and incorporated as though set forth in full herein and made a part hereof. 2. Installation and Maintenance a. The CITY will provide FIU limited access to MORNINGSIDE facilities at pre -arranged times, as mutually agreeable by the Parties. The pre -arranged times shall be within the stated General Park Hours. b. The CITY will allow limited space at MORNINGSIDE for the installation of up to twenty (20) BioCAP SEAWALL TILES and related equipment in an area that is agreeable to the Parties. c. FIU shall provide, at its own risk and expense, all installation work of the BioCAP SEAWALL TILES by an FIU vendor or representative at no cost to the CITY. d. FIU shall operate, maintain, and replace at its own risk and expense, all the BioCAP SEAWALL TILES at MORNINGSIDE. e. FIU shall provide a fully trained contact person or representative who is solely responsible for the operation and maintenance of the BioCAP SEAWALL TILES, and all activities associated with this Agreement. f. FIU shall share all data collected from this project with the CITY on a schedule mutually determined by the Parties. g. FIU agrees to comply with all applicable federal, state, and local laws and ordinances or regulations which relate to this installation. 3. Removal and Relocation a. FIU agrees to use its best efforts to promptly move or relocate, at its sole expense, any or all the BioCAP SEAWALL TILES, if possible, and related hardware at the written request of the CITY. b. The CITY understands and agrees that all of the BioCAP SEAWALL TILES, hardware, or any other materials whatsoever installed by FIU pursuant to or under the terms of this Agreement is, and shall at all times remain, the property of FIU. The CITY agrees not to use, alter, modify, or make contact with any of the BioCAP SEAWALL TILES, hardware, or any other material whatsoever installed at MORNINGSIDE for any purpose whatsoever unless there is an exigent circumstance that requires immediate action to make contact with or destroy the 3D printed tiles. c. Upon the termination of this Agreement by either Party, the CITY shall grant FIU access onto the MORINGSIDE facilities to recover the BioCAP SEAWALL TILES and related hardware so long as the recovery is plausible. If recovery of the BioCAP SEAWAL TILES and related hardware will cause any irrevocable damage, then no recovery shall be allowed. The effects of the recovery to the seawall must be identified, if any, and provided to the CITY no less than sixty (60) days prior to the scheduled recovery of the BioCAP SEAWALL TILES and related hardware. 4. FIU shall indemnify, defend, and hold harmless the CITY and its officials, employees and agents (collectively referred to as "Indemnities") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees), or liabilities (collectively referred to as "Liabilities") by reason of any injury to or death of any person or damage to or destruction or loss of any property arising out of, resulting from, or in connection with (i) FIU's performance or non-performance of the FIU services contemplated by this Agreement which is caused, in whole or in part, by any act, omission, default or negligence of FIU or its employees (collectively referred to as "FIU"), or (ii) the failure of FIU to comply with any of the paragraphs herein or the failure of FIU to conform to applicable statutes, ordinances, or other regulations or requirements of any govemmental authority, federal or state, in connection with the compliance of this Agreement; provided, however, that the indemnification provided herein shall only be to the extent and within the limitations of Section 768.28, Florida Statutes, subject to the provisions of that statute whereby FIU shall not be held liable to pay a personal injury or property damage claim or judgment by any one person 2 which exceeds the sum of $200,000.00, or any claim or judgment or portions thereof, which, when totaled with all other claims or judgments paid by the FIU arising out of the same incident or occurrence, exceeds the sum of $300,000.00. Nothing herein shall be deemed to indemnify the CITY from any liability or claim arising out of the negligent performance or failure of performance or by the willful misconduct of the CITY or as a result of the negligence or failure of performance or by the willful misconduct of any third party. 5. The CITY assumes no responsibility whatsoever for any person or property that enters the MORNINGSIDE as a result of or in connection with this Agreement except for CITY employees acting within the course and scope of their employment. In consideration of the execution of this Agreement by the CITY, FIU releases the CITY from any and all liability for any loss, injury, death, theft, damage or destruction to any persons or property which may occur in or about MORNINGSIDE a result of or in connection with FIU's work related to this Agreement. FIU does not agree to release the CITY for any and all liability which is determined to be caused solely due to the intentional or willful misconduct of the CITY, or their respective employees or agents. 6. Pursuant to Fla. Stat. Section 1001.72, Florida International University (FIU), a public instrumentality of the State of Florida, maintains insurance coverage under the State of Florida Risk Management Trust Fund, established pursuant to Chapter 284, Florida Statutes, and administered by the State of Florida, Department of Financial Services — Division of Risk Management as follows: automobile liability insurance, general liability insurance and employer's liability insurance, each with limits of liability of not less than US $200,000.00 for each person and US $300,000.00 for each occurrence. FIU also maintains workers' compensation insurance with limits of liability as required by law. FIU shall provide evidence of insurance upon request. Any questions regarding Insurance should be directed to the Insurance Administrator, Risk Management Division, 444 SW 2nd Avenue 9th Floor, Miami, Florida 33130, (305) 416-1604. FIU shall furnish all insurance certificates required by the City of Miami Insurance Administrator within thirty (30) days of the effective date of this Agreement. FIU will be prohibited from using any portion of MORNINGSIDE prior to providing a certificate of insurance demonstrating adherence to all insurance requirements herein. Failure to provide such certificate of insurance by the time provided shall be grounds for termination of this Agreement. 7. 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 FIU: AS TO THE CITY: Roberto M. Gutierrez Associate Vice President for Research Office of Research and Economic Development (ORED) 11200 SW 8th Street, MARC 430 Miami, FL 33199 Email: gutierrr@fiu.edu Arthur Noriega V City Manager 444 SW 2nd Avenue, loth Floor Miami, FL 33130 Email: anoriega@miamigov.com WITH A COPY TO: George K. Wysong III City Attorney 444 SW 2nd Avenue, 9th Floor Miami, FL 33130 Email: gwysong@miamigov.com Whenever any notice, demand or consent is required or permitted under this Agreement, such notice, demand or consent shall be deemed sufficiently given (i) on the day personally delivered, (ii) three (3) business days 3 after deposit in the U.S. Mail if mailed by registered or certified U S mail, return receipt requested, postage prepaid, or (iii) on the day of delivery if sent by recognized courier to the addresses set forth above in this Agreement 8. FIU understands and agrees that the CITY is not engaged in research for advertising, sales promotion, or other publicity purposes. FIU is allowed, within the limited scope of normal and customary marketing and promotion of its work, to use the general results of this Agreement and the name of the CITY All uses of either Party's name, trademarks or logos by the other Party shall be subject to the prior written approval of the Party whose name, trademark or logo is sought to be used. This Agreement does not constitute a joint venture, partnership or any other form of legal business arrangement or organization. Each Party is and shall act as an independent contractor and not as an agent or partner of any other Party for any purpose whatsoever, and no Party shall act or represent itself, directly or by implication, in any such capacity in respect of the other Party or in any manner which seeks to assume or create any obligation on behalf of, or in the name of, any other Party without that Party's prior express written consent. The employees of one Party shall not be deemed the employees of the other Party. 9. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remainder of the provisions of this Agreement will remain in full force and effect. 10. Failure or delay by either Party to insist upon strict performance of any of the provisions of this Agreement, or either Party's failure or delay in exercising any rights or remedies provided herein or by law, shall not be deemed a waiver of any rights of such Party to insist upon strict performance hereof or of any of such Parry's rights or remedies under this Agreement or law, and shall not operate as a waiver of any of the provisions hereof. 11. Each Party shall bear its own costs for its efforts with respect to this Agreement and neither Party shall provide any monetary support to the other Party relative to this Agreement. 12. This Agreement becomes effective on the last date signed by the Parties below and shall remain in effect for two (2) years. FIU has the right to extend the Agreement for an additional two (2) years thereafter unless earlier terminated as set forth in this Agreement by either Party upon giving thirty (30) days prior notice to the other Party or upon the mutual agreement of the Parties. The additional two (2) year term may be exercised in writing no less than sixty (60) days prior to the termination of this Agreement. Should the Agreement not be extended, then the removal the BioCap SEAWALL TILES shall be conducted, if possible, as stated in this Agreement. 13. This Agreement may be terminated at will upon written notification by either Party. 14. This Agreement shall be construed in accordance with Florida law and the jurisdiction for any legal action pertaining to it shall be in the state courts of Miami -Dade County, Florida. 15. There are no third -party beneficiaries. 16. This Agreement comprises the entire and complete understanding and agreement between the Parties pertaining to the subject matter herein, and supersedes any and all prior agreements or understandings, whether oral or written, relating to the subject matter hereof. The Agreement may be amended or modified only by mutual consent of the Parties. No modification or amendment hereto shall be valid unless in writing and executed by property authorized representatives of the Parties hereto. 4 17. Neither Party shall be liable to the other Party for any interruption, failure, inability, or delay to perform hereunder, if such failure, inability, or delay is due to any cause beyond the reasonable control of the Party so failing, including without limitation, acts of God, acts of any government, war or other hostility, civil disorder, the elements, fire, explosion, power failure, telecommunications service failure or interruption, equipment, failure, industrial or labor dispute, or inability to access necessary supplies, and due diligence is used in curing such cause and in resuming performance. 18. 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 Party an original signed Agreement upon request. 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 written below: READ AND ACKNOWLEDGED: FLORIDA INTERNATIONAL UNIVERSITY BOARD OF TRUSTEES: ��yJ� %��//�, Digitally signed by Ana M. Villafana BY: �/I���i��I W/V ������%d+�'- BY: Ana M. Villafa na Da::n=Are1.23 hn n=Flnrdal erretnnal J un =i oic lret: vita t erc=us Dare zozsoi.z3oszsn3osao NAME: Shahin Vassigh NAME: Ana Villafana TITLE: Professor; Associate Dean of Faculty TITLE: Senior Director for Award Services Development 5 ATTEST: DocuSigned by: CITY OF MIAMI, FLORIDA SIGNATURE PAGE For City of Miami Memorandum of Understanding between The City of Miami ("CITY") and Florida Intemational University Board of Trustees ("FIU") Signed by: -E46D7560DCF1459... CITY OF MIAMI, a municipal corporation of the State of Florida bruary 18, 2025 1 16 By:. Todd B. Hannon, City Clerk/Date DS APPROVED AS foitaAAND CORRECTNESS DocuSigned by: Gteariy. t Okitisat4lfl 88776E9FE88248B... George K. Wysong III City Attorney/Date 2bruary (---DocuSigned by: '-850CF6C372DD42A... February 18, 2025 1 13:02:24 Arthur Noriega V, City Manager/Date APPROVED AS TO INSURANCE REQUIREMENTS: ,-DocuSigned by: 14, 2025 I T:: 66y§, February 13, 2025 1 07:04:13 E "-27395C6318214E7... Ann -Marie Sharpe, Director Date Risk Management Olivera, Rosemary From: Ostemberg, Timothy Sent: Wednesday, February 19, 2025 5:19 PM To: Hannon, Todd; Olivera, Rosemary; Ewan, Nicole Cc: Brubaker, Sonia; Farina, Alissa; Flores, Miriam Subject: Executed: BIOCAP Seawall Tile MOU b/t the City and FIU Attachments: MOU_BIOCAPSEAWALLTILE_FIU - EXECUTED.pdf Good evening Todd, Please find attached the fully executed copy of an agreement from DocuSign that is considered an original agreement for your records. Best, Timothy Ostemberg, PhD (he/el/li) Resilience Programs Manager CITY OF MIAMI Office of Resilience and Sustainability 444 SW 2" Avenue, 2nd Floor Miami, FL 33130 Office: (305) 416-1687 Cell: (305) 767-3537 Email: tostemberg@miami.gov www.miami.gov What is the City of Miami doing about climate change? The information contained in this message is intended only for the recipient, it may be privileged and confidential and protected from disclosure. If the reader of this message is not the intended recipient, or an employee or agent responsible for delivering this message to the intended recipient, please be aware that any dissemination or copying of this communication is strictly prohibited. If you have received this communication in error, please immediately notify the sender by replying to the message and deleting it from your computer. 1