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HomeMy WebLinkAbout25727AGREEMENT INFORMATION AGREEMENT NUMBER 25727 NAME/TYPE OF AGREEMENT SEOPW CRA & CITY OF MIAMI DESCRIPTION ACCESS & HOLD HARMLESS AGREEMENT/1611 NW 3RD AVE, MIAMI, FL 33136-CONSTRUCTION STAGING AREA FOR THE RENOVATION EFFORTS AT THE OVERTOWN BUSINESS RESOURCE CENTER/FILE ID: 17273/CRA-R-25-0007 EFFECTIVE DATE August 20, 2025 ATTESTED BY TODD B. HANNON ATTESTED DATE 8/18/2025 DATE RECEIVED FROM ISSUING DEPT. 8/22/2025 NOTE a 51 al ACCESS AND HOLD HARMLESS AGREEMENT This Access and Hold Harmless Agreement (the "Agreement"), entered into this 20 day of Au , 2025, (the "Effective Date") by and between the City of Miami, a Municipal Corporation of the State of Florida ("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"). WITNES SETH WHEREAS, Accessor has voluntarily requested permission to access SEOPW CRA-owned property, located at 1611 N.W. 3`d Avenue, Miami, Florida 33136 (Folio number 01-3136-021-1700), as more particularly described in Exhibit "A" (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; 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 — Legal Description of Property Exhibit B — Work Plan If there is a conflict between this Agreement and any attached Exhibit(s), the conflict shall be resolved in favor of the Agreement, and 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 one twenty eighty (120) days hereafter (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 1 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 substantially same or better condition than 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 substantially 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. Successor's in Interest. This Agreement shall be legally binding upon the Accessor, its successors in interest or its assigns. 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. 8. 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. 9. Insurance. The Accessor is self -insured, subject to the limitations and provisions of Section 768.28 of the Florida Statutes. 10. Termination. The SEOPW CRA shall have the right to terminate this Agreement by giving Accessor at least fifteen (15) business 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. 11. 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. 12. 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: City Manager City of Miami 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 anoriega@miamigov.com AS TO THE SEOPW CRA: James D. McQueen Executive Director 819 N.W. 2nd Avenue, 3rd Floor Miami, FL 33136 JMcQueen@miamigov.com 2 WITH A COPY TO: Jennifer Ramirez Director GSA 1300 NW 20th Ave Miami, FL 33142 jramirez@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 13. Sovereign Immunity. Nothing in this Agreement should be construed to waive sovereign immunity beyond the limitations set forth in s. 768.28, Florida Statutes. 14. 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. Pursuant to the provisions of Chapter 119.0701, Florida Statutes, Accessor must comply with the Florida Public Records Laws, specifically, Accessor must: a. Keep and maintain public records that ordinarily and necessarily would be required by the SEOPW CRA in order to perform the service/Programming; b. 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; c. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law; d. 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; e. All records stored electronically must be provided to the SEOPW CRA in a format compatible with the information technology systems of the SEOPW CRA; and f. 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 3 AND ASSET MANAGEMENT CUSTODIAN OF RECORDS AT 3RD FLOOR, MIAMI RIVERSIDE CENTER, 444 S.W. 2ND AVENUE, MIAMI, FLORIDA 33130. 15. 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. 16. 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. 17. 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. 18. 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. 19. 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. 20. 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"). 21. 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. 22. 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 4 IN WITNESS WHEREOF, the SEOPW CRA and Accessor have caused this Agreement to be executed as of the Effective Date set forth above. ACCESSOR: City of Miami, a municipal corporation of the State of Florida ATTEST: By: Todd B. Hannon Clerk of the Board By: Arthur Noriega V City Manager APPROVED AS TO FORM AND APPROVED AS TO INSURANCE LEGAL SUFFICIENCY: REQUIREMENTS: By: By: George K. Wysong III David Ruiz, Interim Director City Attorney Risk Management Administrator i i 5 IN WITNESS WHEREOF, the SEOPW CRA and Accessor have caused this Agreement to be executed as of the Effective Date set forth above. ACCESSOR: City of Miami, a municipal corporation of the State of Florida ATTEST: Todd B. Clerk of the Board APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: Ge ee K. r /4tj Wysong III City Attorney (JMB / 25-943 - SEOPW CRA - 1611 NW 3 Av - Access. indemnification & Hold Harmless Agreement) 5 By: Arthur Norieg City Manager APPROVED AS TO INSURANCE REQUIREMENTS: By: David Ruiz, Interim Director Risk Management Administrator SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a public agency and body corporate created pursuant to Section 163.356, Florida Statutes ATTEST: By: odd B. Ha 7 es D. McQueen Clerk of the Board Executive Director APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: Vincent T. Brown, Esq. Staff Counsel APPROVED AS TO INSURANCE REQUIREMENTS: By: David Ruiz, Interim Director Risk Management Administrator 6 EXHIBIT "A" WORK PLAN Accessor will be using the Property to park approximately three (3) City vehicles during normal operation hours, Monday -Friday from 8am-3pm until July 31, 2025. No work will be conducted on the site. 7 EXHIBIT "B" 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 8 -\9''