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HomeMy WebLinkAbout26214AGREEMENT INFORMATION AGREEMENT NUMBER 26214 NAME/TYPE OF AGREEMENT SG LITTLE HAVANA LLC DESCRIPTION ACCESS, INDEMNIFICATION & HOLD HARMLESS AGREEMENT/ENVIRONMENTAL ASSESSMENT ACTIVITIES IN CONNECTION WITH CONSTRUCTION OF AFFORDABLE HOUSING PROJECT/FILE ID: 19291/R-26-0237/MATTER ID: 25- 3189K/#91 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 7/10/2026 DATE RECEIVED FROM ISSUING DEPT. 7/15/2026 NOTE ko. ACCESS, INDEMNIFICATION, AND HOLD HARMLESS AGREEMENT This Access, Indemnification, and Hold Hornless Agreement (the "Agreement"), entered into this day of , 2026, (the "Effective Date") by and between SG Little Havana LLC, a Florida limited liability company, whose principal place of business is 2901 Florida Avenue, Ste. 806, Miami, F133133 ("Accessor"), and THE CITY OF MIAMI, FLORIDA, a municipal corporation of the State of Florida (the "City"). WITNESSETH WHEREAS, Accessor has voluntarily requested permission to access City -owned property located at Miami, Florida as more particularly described in Exhibit "C" (the "Property") for the purpose of utilizing the Property for the purpose of environmental assessment activities in connection with the construction of the affordable housing project located at , Miami, Florida 331_; and WHEREAS, the City 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 — City of Miami Resolution No. R-26-0186 Exhibit C — Legal Description of Property Exhibit D — Anti -Human Trafficking Affidavit 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 City 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 hundred eighty (180) 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. At Accessor's written request, the Access Period may be extended for an additional period of no more than ninety (90) days 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 the City. Accessor agrees to maintain the Property in a good and safe condition and that the City 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 it was in 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 City shall not expend any resources whatsoever for placing the Property back in the aforementioned same or better condition. The Accessor further agrees the City 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 City may cause any necessary work or repairs to be completed and seek costs from the Accessor. By way of clarification, Accessor's responsibility to return the Property to its original condition as stated in this section only applies to changes to the Property caused by or arising from Accessor's access to or use of the Property, including but not limited to by activities of the Accessor's agents, employees, representatives, contractors, subcontractors, or consultants'. 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 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 City 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 City 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 City, 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 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. 11. Insurance. The Accessor shall be required to maintain, at all times, insurance requirements in accordance with Exhibit "A." Also, the City of Miami, 444 SW 2nd AVE, Miami, FL 33130 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. Either Party shall have the right to terminate this Agreement by giving the other Party 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 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 Name: Richard Swerdlow Title: General Counsel / COO Address 1: 2901 Florida Avenue, Suite 806 Address 2: Miami, FL 33133 Email: rich@swerdlow.com AS TO THE CITY: James Reyes City Manager 444 SW 2nd Avenue, 10th Floor Miami, FL 33130 jareyes@miamigov.com WITH A COPY TO: George K Wysong III City Attorney 444 SW 21th Avenue, 9th Floor Miami, FL 33130 gwysong a,miamigov.com Victor Turner Director of the Housing and Community Development Department 444 SW 21th Avenue, 9th Floor Miami, FL 33130 vturner@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 City, subject to the provisions of Chapter 119, Florida Statutes, and any specific exemptions there from, 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. Accessor'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. c. 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 requirements for retaining public records and transfer, at no cost to the City, 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 City in a format compatible with the information technology systems of the City. 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 City Manager or City Commission 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. Anti -Human Trafficking Affidavit. The Accessor confirms and certifies that it is not in violation of Section 787.06, Florida Statutes, and that it does not and shall not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes. The Accessor shall execute and submit to the CITY an Affidavit, of even date herewith, in compliance with Section 787.06(13), Florida Statutes, attached an incorporated herein as Exhibit D. If the Accessor fails to comply with the terms of this Section, the CITY may suspend or terminate this Agreement immediately, without prior notice, and in no event shall the CITY be liable to Accessor for any additional compensation or for any consequential or incidental damages. 26. 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 City and Accessor have caused this Agreement to be executed as of the Effective Date set forth above. ACCESSOR: -. Li\Q tisG\jod\C.e LLC a Florida i\mt-}-ed cAr:. .1-lj Cowll v\SI By: 71/149 Signature / Date \'-)\-\c\nn,e\ Swec8\oti Print Name Title 6 STATE OF \per,&G COUNTY OF Ik--V C 'C \ - Za6, oc0 \--2532(.. The foregoing instrument was acknowledged before me by means of NI physical presence or ❑ online notarization, this 2 L day of JUre, , 20 2.(3 by kchctt?\ ,.,z,-&pts , who is t ] personally known to me or ❑ has produced as identification and who did not take an oath. Notary Stamp: Notary Public State of Florida Karla Chansuolme My Commission HH 386948 Expires 4/16/2027 Signature of Notary Public Taking Acknowledgment Print Name: Vckc\cx Qjr a o(aV.2. Serial Number (if any): 3eACALt43 Commission Expires: OLk'\ b'7c7Z1 ATTEST: d B. Hanno City Clerk APPROVED AS TO INS REQUIREMENTS: BY: David Ruiz, I. erim D. ector Risk Manag= ent 0 R� ITY OF MIAMI, municipal corporation of the State of Florida BY: APPROVED AS TO FORM AND CORRECTNESS: BY: eorge . Wysong City Attorney 4.,Z � .;0 K. 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 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 $1,000,000 for bodily injury caused by an accident, each accident $1,000,000 for bodily injury caused by disease, each employee $1,000,000 for bodily injury caused by disease, policy limit, Umbrella Liability Each Occurrence General Aggregate Limit $1,000,000 $1,000,000 City of Miami listed as an additional insured and excess following form over the general liability and auto policies. 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" CITY OF MIAMI RESOLUTION NO. R-26-0186 [on following page] EXHIBIT "C" LEGAL DESCRIPTION OF PROPERTY FOLIO LEGAL DESCRIPTION 01-4102-006-6450 LAWRENCE ESTATE LAND COS SUB PB 2-46 LOT 8 BLK 105 LOT SIZE 6650 SQ FT OR 20753-2772 0902 1 COC 23311-1672 04 2005 6 01-4102-006-6460 LAWRENCE ESTATE LAND COS SUB PB 2-46 LOT 9 BLK 105 LOT SIZE 6650 SQ FT OR 10526-0378 0879 4 OR 22566-4226 08 2004 6 COC 23311-1672 04 2005 6 01-4102-006-6470 LAWRENCE ESTATE LAND COS SUB PB 2-46 LOT 10 LESS R/W BLK 105 LOT SIZE 6519 SQ FT OR 15591-2851 07921 COC 23311-1672 04 2005 6 01-4102-006-6480 LAWRENCE ESTATE LAND COS SUB PB 2-46 LOTS 11 & 12 LESS ST & LESS EXT AREA OF CURVE IN NE COR OF LOT 11 BLK 105 LOT SIZE12746 SQ FT OR 22179-0662 0304 6(2) COC 23311- 1674 04 2005 6 01-4102-006-6490 PB 2-46 LAWRENCE ESTATE LAND COS SUB LOT 13 LESS S1 OFT BLK 105 LOT SIZE 6450 SQ FT OR 19759-2597/2598 0701 4 COC 23311-1674 04 2005 6 EXHIBIT "D" ANTI -HUMAN TRAFFICKING AFFIDAVIT 1. The undersigned affirms, certifies, attests, and stipulates as follows: a. The entity is a non -governmental entity authorized to transact business in the State of Florida. b. The nongovernmental entity is either executing, renewing, or extending a contract (including, but not limited to, any amendments, as applicable) with the City of Miami ("City") or one of its agencies, authorities, boards, trusts, or other City entity which constitutes a governmental entity as defined in Section 287.138(1), Florida Statutes (2025). c. The nongovernmental entity is not in violation of Section 787.06, Florida Statutes (2025), titled "Human Trafficking." d. The nongovernmental entity does not use "coercion" for labor or services as defined in Section 787.06, Florida Statutes (2025). 2. Under penalties of perjury, pursuant to Section 92.525, Florida Statutes, I declare the following: a. I have read and understand the foregoing Anti -Human Trafficking Affidavit and that the facts, statements and representations provided in Section 1 are true and correct. b. I am an officer or a representative of the nongovernmental entity authorized to execute this Anti -Human Trafficking Affidavit. FURTHER AFFIANT SAYETH NAUGHT. Nongovernmental Entity: L\\e. Name: \ \(-hke\ Sys c)\u.� Signature of Officer: Office Address: F1s rk c v G-NCX f LL.C, fficr Title: \`'\acNocs b vex\oe, :-,C>C \ate;,, Email Address: (y\ , °(-3\c,L.-)5,..,ec()'y Main Phone Number: 1-k _ N p l _ 5\ Db C.UM va\A