HomeMy WebLinkAbout24508AGREEMENT INFORMATION
AGREEMENT NUMBER
24508
NAME/TYPE OF AGREEMENT
CITY OF MIAMI BEACH, FLORIDA
DESCRIPTION
ACCESS, INDEMNIFICATION, & HOLD HARMLESS
AGREEMENT/3425 JEFFERSON STREET, MIAMI, FLORIDA
33133
EFFECTIVE DATE
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
7/3/2023
DATE RECEIVED FROM ISSUING
DEPT.
7/5/2023
NOTE
DOCUSIGN AGREEMENT BY EMAIL
DocuSign Envelope ID: 327097CF-C3E6-4CB5-9047-BA33FA8C9844
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CITY OF MIAMI
DOCUMENT ROUTING FORM
ORIGINATING DEPARTMENT: Fire -Rescue
DEPT. CONTACT PERSON: Maria T. Martinez EXT. 1672
NAME OF OTHER CONTRACTUAL PARTY/ENTITY: "City of Miami Beach"
IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO
TOTAL CONTRACT AMOUNT: $ FUNDING INVOLVED? ❑ YES ® NO
TYPE OF AGREEMENT:
❑ MANAGEMENT AGREEMENT
❑ PROFESSIONAL SERVICES AGREEMENT
❑ GRANT AGREEMENT
❑ EXPERT CONSULTANT AGREEMENT
❑ LICENSE AGREEMENT
OTHER: (PLEASE SPECIFY)
❑ PUBLIC WORKS AGREEMENT
❑ MAINTENANCE AGREEMENT
❑ INTER -LOCAL AGREEMENT
❑ LEASE AGREEMENT
❑ PURCHASE OR SALE AGREEMENT
Hold Harmless Agreement
PURPOSE OF ITEM (BRIEF SUMMARY):
COMMISSION APPROVAL DATE:
Agreement for Miami Beach to utilize City urouerty
FILE ID: ENACTMENT NO.:
IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN:
ROUTING INFORMATION
Date
PLEASE PRINT AND SIGN
APPROVAL BY DEPARTMENTAL DIRECTOR
June 23, 2023
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SUBMITTED TO RISK MANAGEMENT
June 23, 2023
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June 28, 2023
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SIGNATURE:
APPROVAL BY ASSISTANT CITY MANAGER
RECEIVED BY CITY MANAGER
July 2, 2023 I
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SIGNATURE:
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SIGNATURE:
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SIGNATURE:
1)
ONE ORIGINAL TO CITY CLERK,
2)
ONE COPY TO CITY ATTORNEY'S OFFICE,
3) REMAINING ORIGINAL(S) TO ORIGINATING
DEPARTMENT
PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE
EXECUTION BY THE CITY MANAGER
DocuSign Envelope ID: 327097CF-C3E6-4CB5-9047-BA33FA8C9844
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ACCESS, INDEMNIFICATION, AND HOLD HARMUSS AGREEMENT
This Access, Indemnification, arid Hold Harmless Agreement (the "Agreement"), entered into this
day of , 20 , (the "Effective Date") by and between THE CITY OF
MIAMI BEAC:FI, FLORIDA, a municipal corporation of the State of Florida ("Accessor"), and ERE CITY
OF MIAMI, FLORIDA, a municipal corporation of the State of Florida (the "City").
WITNESSETH
WHEREAS, Accessor has voluntarily requested permission to access and utilize City -owned property
located at 3425 Jefferson Street, Miami., Florida 33133 (Folio: 01-4120-032-0010), including self -standing
props and other training equipment stored on the property (the "Property') for the purpose of conducting the
Miami Beach Recruit Training Program, during which Miami Beach Fire Rescue will evaluate their recnrits'
ability to perform multiple firefighting duties commonly encountered in the fire service such as hose
management, search and rescue, ladder placement, roof ventilation, forward and reverse evolutions, .forcible
entry, firefighter survival, and live burn evolutions ("Purpose"); and
WHEREAS, the City desires to grant Accessor temporary and hrnited 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, th.e
parties agree as follows:
1. Recitals and incorporations. The foregoing recitals arc true and correct and are incorporated herein by this
reference.
2. Definitions, Any reference to days shalt mean calendar days unless specifically stated otherwise,
3, Right to Access., The City grants to Accessor, temporary access rights to enter upon the Property solely for
the Purpose described above, and subject to the terms and conditions hereinafter contained during the
Access Period. Said temporary access rights are subject to the requirement that Accessor provide twenty
four (24) hours of advance written notice prior to accessing or conducting any activity at. the Propeity,
4. Access Period. The Accessor may exercise its temporary access rights beginning on the Effective Date first
written above, and ending twenty four (24) hours thereafter (the "Access Period"). Accessor shall vacate
the property, restore itto its preexisting condition as further described below, and remove any of Accessor's
effects and equipment prior to the expiration of the A CCeSS Period. The Access Period may be extended for
an additional period of no more than forty eight (48) hours in the City's sole discretion with the City
Manager'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 die City. Accessor agrees to maintain the Property
in a good and safe condition and that the City shall not, under any circumstances, he liable for any latent,
patent, or other defects in the Property.
6. Return of Property. The Accessor shall return the Property to th.e 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 activity 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 City shall not expend any resources whatsoever for placing the Property
back in the aforementioned same or better condition. If the Accessor fails to return the Property to its
DocuSign Envelope ID: 327097CF-C3E6-4CB5-9047-BA33FA8C9844
preexisting condition, the City 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 City,
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 Accessor's, or any of
its officers, officials, employees, agents, representatives, contractors, subcontractors, or consultants'
(collectively "Accessor's Representatives") negligence, intentional acts, omissions, or conduct in its access
of the Property.
8. 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.
9. Risk of Loss. Accessor understands that it is responsible for providing its own security and agrees that the
City 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
10. Insurance. Accessor is self insured subject to the limitations and provisions of Section 768.28 of the Florida
Statutes.
1 I . Termination. The City 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 City may also terminate
this Agreement immediately for cause upon written notice if Accessor has defaulted under the tenns of this
Agreement.
12. 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.
13. 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 CITY:
Alina T. Hudak
City Manager
1700 Convention Drive,
Miami Beach, FL 33139
citymanager(<u,miamibeachf.gov
WITH A COPY TO:
Rafael A. Paz
City Attorney
1700 Convention Drive, 4"' Floor
Miami Beach, FL 33139
Art Noriega
City Manager
444 SW 2"d Avenue, 10' Floor
Miami, FL 33130
anoriega@miamigov.com
WITH A COPY TO:
Victoria Mendez
City Attorney
444 SW god Avenue, 9`'' Floor
Miami, FL 33130
vmendez@m i amigov. c onn
DocuSign Envelope ID: 327097CF-C3E6-4CB5-9047-BA33FA8C9844
Joseph F. Zahralhan
Fire Chief
1151 NW 76 Street
Miami, FL 33136
jzahralbangmiarnigov.corn
14. Sovereign Immunity, Nothing in this Agreement should be construed to waive either party's sovereign
immunity beyond the limitations set forth in s. 768.28, Florida Statutes.
15, Public Records. Accessor understands that the public shall have access, at all reasonable times, to all
documents and information pertaining to the City, subject. to the provisions of Chapter 119, Florida Statutes,
and any specific exemptions there frorn, and Accessor agrees to allow access by the City and the public to
all documents subject to disclosure under applicable law unless there is a specific exemption from such
access, Accesso.r's failure or refusal to comply with the provisions of this Section shall result in immediate
termination of the Agreement by the City.
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 City in
order to perform the service/Programming.
G. Provide the public, with access to public records on the same terms and conditions that the City
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 requiretnents for retaining public records and transfer, at no cost to the City, all publie
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 City in a format compatible with the
information technology systems of the City.
S.
Accessor agrees that any of the obligations in this Section will survive the term, terrnination, 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@MlAMIGOV.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.
16, 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
DocuSign Envelope ID: 327097CF-C3E6-4CB5-9047-BA33FA8C9844
(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 pro.mptly execute
and deliver to the other parties an original signed Agreement upon request.
17. Entire Agreement. This Agreement along with its incorporated Exhibits contain all the terms and conditions
agreed upon by .the patties. 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.
18. 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,
19. 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
iu writing in accordance with this Agreement
20. 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 bean reduced to writing and duly
authorized by the City Manager or City Commission as appropriate and the authorized representatives for
Acccsaor.
91,
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").
22. govern' 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.
23, Compliance with FederaLState. and Local Laws. Accessor agrees to observe and Qom ply with all applicable
federal, state, and local laws, rules, and regulations as they may be amended from time to time.
aignature Page To Follow
DocuSign Envelope ID: 327097CF-C3E6-4CB5-9047-BA33FA8C9844
IN WITNESS WHEREOF, the City and Accessor have caused this Agreement to be executed as of the
Effective Date set forth above.
ATTEST:
BY:
Rafael E. Granado,
City Clerk
ATTEST:
DocuSigned by:
r
JUN 2 2 2023
ACCESSOR: CITY OF MIAMI BEACH,
a municipal corporation of the State of Florida
7-
-r1 LA...J.,:
f Tina T. Hudak,
City Manager
c(c. _ q 21/i3
APPROVED AS TO FORM AND
CORRECTNESS:
4, Rafael A. Paz,
.. City Attorney
CITY OF MIAMI,
�— DocuSigned by: a municipal corporation of the State of Florida
DocuSigned by:
Todd B. Hannon, ArtiVori ga372DD42A...
City Manager
City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
DocuSigned by:
BY: 55343B4a5F-854Bo
Ann -Marie Sharpe, Director
Risk Management
APPROVED AS TO FORM AND
CORRECTNESS:
DcuSigned by: ADS
F1 EF-94AEfiFF0453
Victoria Mendez,
City Attorney
Olivera, Rosemary
From: Martinez, Maria
Sent: Wednesday, July 5, 2023 7:27 AM
To: Olivera, Rosemary; Hannon, Todd; Lee, Denise
Cc: McGann, Tyrone; Guerra, Jose
Subject: Hold Harmless Agreement - City of Miami Beach
Attachments: Complete_with_DocuSign_Hold_Harmless_Agreement_Miami_Beach.pdf
Good morning Rosemary,
Please find attached a fully executed agreement that is to be retained as an original for the City.
Regards,
Marta T. !Martinez
Administrative Assistant I
Department of Fire -fescue
Technical -Services Division
305.416.1672 (Office)
305.400.5316 (Falc)
mmartinez@miamigov.com
i