HomeMy WebLinkAboutRelease, Hold Harmless Agreement 11-16-2020 - Eastside RidgeRELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
THIS RELEASE, HOLD HARMLESS, AND INDEMNIFICATION AGREEMENT
("Agreement"), is made and entered into this b day of
) c" C:2) (3:tN , a
, 20iD, by
, ("Applicant") to the City of
Miami, Florida, a municipal corporation of the State of Florida, in the County of Miami -Dade
("City"); and
WHEREAS, the Applicant has applied to the City for
("Request(s)") for the Property located at
approximately
i""""A' r"lkv41‘k,..
("Property"); and
5175 NE 2 Av, 5035 NE 2Av, and 5125 NE 2 Ct Miami Florida 33137
WHEREAS, the Applicant's Request(s) require(s) one or more Proceedings (as hereinafter
defined); and
WHEREAS, Miami -Dade County ("County") has issued several Emergency Orders
associated with the COVID-19 pandemic, including Emergency Order 10-20 which provides that
no group of 10 or more individuals shall gather on a public street, alley, public sidewalk, or
government facility open to the public in the County, with some exceptions; and
WHEREAS, the City will allow meetings and Proceedings to have virtual components by
using communications media technology as allowed by law ("Virtual Components") as described
herein; and
WHEREAS, the City will be conducting in -person hearings with Virtual Components
("Proceedings"); and
WHEREAS, the City Commission adopted Ordinance No. 13903 on May 28, 2020, and
Ordinance No. 13914 on July 23, 2020, which, inter alia, modified the requirements regarding the
swearing in of parties and participants for any planning and zoning items and quasi-judicial
Release, Hold Harmless, and Indemnification Page 1 of 8
hearings, including all appeals from both, during the COVID-19 pandemic; andWHEREAS,
Ordinance No. 13903 temporarily suspends any requirement of members of the general public who
are not parties to be sworn in and temporarily allows parties to appear virtually and make
arrangements to be sworn in by oath or affirmation in -person at their location by an individual
qualified to perform such duty or be physically present at City Hall to be sworn in by oath or
affirmation by the City Clerk; and
WHEREAS, Ordinance No. 13914 temporarily allows qualified City staff, namely staff of
the City Clerk and staff of Hearing Boards, to swear in City staff appearing before any City body
for planning, zoning, or quasi-judicial hearings remotely by audio -video communication
technology from a location within the State, provided City staff can be positively identified; and
WHEREAS, all physical proceedings will include certain social distancing requirements,
screenings, and protective measures consistent with all Federal, State, and Local Emergency
Orders, Executive Orders, and guidelines in order to protect the health, safety, and welfare of the
employees and residents of the City; and
WHEREAS, the Applicant still wishes to proceed with the Virtual Components for the
Proceedings as described herein on its Request(s) at their own risk; and
WHEREAS, the City requires the execution of this Agreement as a condition precedent to
move forward with Virtual Components for Proceedings on the Request(s);
NOW, THEREFORE, in consideration of the City allowing the Applicant to move forward
with the Virtual Components for the Proceedings on the Request(s), subject to the terms and
conditions set forth herein, and in further consideration of these premises, the Applicant does
hereby agree as follows:
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1. The Applicant acknowledges that the foregoing recitals are true and correct and are
incorporated herein by reference as if fully set forth in this Section.
2. The Applicant acknowledges and agrees that if they proceed with their Request(s)
without delay, the City will hold Proceedings with Virtual Components on the Applicant's
Request(s) pursuant to Ordinance Nos. 13903 and 13914 as described above, with the Applicant,
the Applicant's representative(s), and all those that intend to testify required to make arrangements
to be sworn in by oath or affirmation in -person at their off -site location by an individual qualified
to perform such duty or to coordinate with the City to be sworn in at City Hall, as required by the
City' s procedures.
3. The Applicant also acknowledges that per Ordinance No. 13903, the general public will
not be required to physically appear at the Proceedings' location to be sworn by oath or affirmation,
but will have several different avenues for public comment, which may include prerecorded phone
and video submission, an online public comment form, preregistration for a live call back during
the meeting, and in -person comment at City Hall.
4. The Applicant further acknowledges that while the City has established and
implemented precautionary and preventative measures to reduce the spread of COVID-19 pursuant
to the Center for Disease Control and Prevention ("CDC") and the Florida Department of Health
("FDOH") recommendations, the City cannot and does not guarantee that persons will not become
affected. The Applicant acknowledges that they are proceeding at their own risk.
5. The Applicant for themselves, their heirs, grantees, personal representatives,
successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge,
and covenant not to sue the City, and its officers, officials, directors, employees, personnel,
volunteers, agents, assigns, successors, representatives, attorneys, contractors, and all other
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persons, entities, organizations, instrumentalities, and corporations affiliated therewith
(collectively, "Released Parties") of and from any and all claims, including all liabilities, claims,
actions, damages, costs, or expenses, of any kind, arising out of or relating to the Applicant's, or
any of its representatives', exposure to COVID-19 due to Applicant's or any of its representatives'
physical appearance at the Proceeding(s).
6. The Applicant, for themselves, their heirs, grantees, personal representatives,
successors, and assigns, expressly and unequivocally agrees to release, waive, forever discharge,
and covenant not to sue the Release Parties from any and all claims, demands, suits, causes of
action (including by way of illustration and not limitation, actions to challenge, set aside, or void
any proceeding or entitlement; actions to assert any constitutional, due process, or property rights
claims or violations; any actions or claims for loss, injury, loss of life), appeals, administrative
appeals, damages, losses, liabilities, costs, and expenses (including, without limitation, court costs
and attorney's fees, at all levels of proceedings [administrative, trial, and appellate levels] for any
and all defense, investigation, or processing thereof whatsoever), judgments, orders, decrees, and
settlements in any way based on, arising from, relating to, incidental to, or connected to, directly
or indirectly, in whole or in part, any one or more of the following enumerated matters
(collectively, "Released Matters"): (i) this Agreement; (ii) the Virtual Components of the
Proceedings on Applicant's Request(s), including, without limitation, the City's procedures
regarding Virtual Components (including but not limited to those found in Ordinance Nos. 13903
and 13914), the swearing -in procedures, the public comment procedures, the scheduling
procedures, and all other aspects involving the Virtual Components of the Proceedings and the
City's procedures thereon (including, without limitation, any due process claim(s), claim(s) of
defective notice, or any other claim(s) arising from the format, legal sufficiency, or technological
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specifications of the Virtual Components of the Proceedings or communications media technology
used to conduct the Proceedings); (iii) the City's use of communications media technology while
conducting an in -person meeting while social distancing guidelines remain in place; or (iv) any
and all third -party claim(s), challenge(s), appeal(s), or other proceeding(s) arising from any of the
matters described in this Section, in whole or in part.
7. Applicant hereby agrees to defend, indemnify, and hold harmless the Released Parties
against any and all claims, demands, suits, causes of action (including by way of illustration and
not limitation, actions to challenge, set aside, or void any proceeding or entitlement; actions to
assert any constitutional, due process, or property rights claims or violations; any actions or claims
for loss, injury, loss of life), appeals, administrative appeals, damages, losses, liabilities, costs, and
expenses (including, without limitation, court costs and attorney's fees, at all levels of proceedings
[administrative, trial, and appellate levels] for any and all defense, investigation, or processing
thereof whatsoever), judgments, orders, decrees, and settlements in any way based on, arising
from, relating to, incidental to, or connected to, directly or indirectly, in whole or in part, any of
the Released Matters.
8. Nothing herein is intended to waive or deprive Applicant of its right to appeal a
determination of the body for reasons wholly unrelated to, and not at all associated with, the Virtual
Components of the Proceedings, to the extent such a right to appeal exists.
9. The Applicant is voluntarily executing this Agreement and has not been pressured,
forced, threatened, or coerced to execute this Agreement or to proceed with the Virtual
Components of the Proceedings required for the Applicant's Request(s). The Applicant
understands that they have a right to consult with an attorney before signing this Agreement and
have either consulted with an attorney or knowingly and voluntarily decided not to consult with
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an attorney. The Applicant is not under the influence of any drugs, alcohol, medication, any other
narcotic or have any mental illness that might tend to affect the ability to knowingly enter into this
Agreement and move forward with the Proceedings.
10. The Applicant has read and understand(s) the terms of this Agreement.
11. The Applicant acknowledges and agrees that nothing in this Agreement shall prejudice
the City's right to impose protections pursuant to State, County, City, or any other agency orders,
regulations, guidelines, resolutions, and ordinances otherwise necessary to ensure the public
health, safety, and welfare of the citizens and employees of the City; nor shall the City be estopped
from enforcing the terms of this Agreement for any reason.
12. Invalidation of any of provisions of this Agreement by judgment of a court shall not
affect any of the other provisions, which shall remain in full force and effect.
13. The undersigned confirms that they are the Applicant (or the authorized
representative(s) of the Applicant), are authorized to enter this Agreement, and have authority to
bind the Applicant. As applicable, the most recent Sunbiz and a duly adopted Resolution from the
Applicant entity is attached hereto.
14. 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 and have the same effect as original signatures.
[Signature pages follow]
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This space intentionally left blank
IN WITNESS WHEREOF, the Applicant has caused these presents to be executed and
signed in its name by its proper officer on the day set forth above.
Signed, Sealed and Delivered
STATE OF
(Name of Ap
(Type of
(VW
By:
(Signature)
dividual)
r^,
(Name of Person Authorized to Sign)
(Title)
)
COUNTY OF
) SS
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The foregoing instrument was acknowledged before me by means of physical
p‘rescnce OR online notarization, this AL, day of , 20 2 , by
a \f„„A as of
(-A-( . Personally Known or Produced Identfication
Type of Identification Produced r4<„
Print or Stamp Name:
Notary Public, State of
Commission No.:
My Commission Expir
Release, Hold Harmless, and Indemnification
ELCHANAN MORDECHA1
„Not rYPu-ra - Staled New York
Iwo.lified in Kings County
Commission Expires Jul 24,2021
Page 7 of 8
CITY OF MIAMI, a municipal corporation of the
State of Florida
By:
Arthur Noriega, V
City Manager
ATTESTED:
By:
Todd B. Hannon
City Clerk
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria Mendez, City Attorney
Release, Hold Hannless, and Indemnification
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