2025 Settlement Agreement and Release between Goldwater Realty II, Inc. and CMB . Zo zs -33,81
SETTLEMENT AGREEMENT AND RELEASE
THIS SETTLEM�IT AGREEMENT AND RELEASE("AgreemenY')is entered into
as of the �.�day of ,)��-7 , 2025, by and between GOLDWATER REALTY II,
INC. (hereinafter referted to as "Goldwater'), and the CITY OF MIAMI BEACH, FLORIDA
(hereinafter referred to as the "City"). The parties hereto (the "Parties") agree as follows:
RECITALS
WHEREAS, on March 30, 2025, the City received notification that a seawall,
located at 1741 Alton Road, Miami Beach ("Private Property"), had collapsed into the
adjoining waterbody, the Collins Canal, during a heavy rainfall event (the "Seawall
Collapse"); and
WHEREAS, the Miami-Dade County Department of Environmental Resource
Management ("DERM") inspected the site and an inspection notice and waste dumping '
violation were issued to Goldwater, the owner of the Private Property; and
WHEREAS, based upon ihe City's investigation, it was determined that
approximately 23 feet of the 194-foot segment of seawall corresponded to Lenox Court
and are within City right-of-way, and the remaining 171 feet corresponded to the adjacent
Private Property; and
WHEREAS, on or around May 15, 2025, Goldwater notified the City that it intended
to make a claim against the City, alleging that the City-owned seawall along Lenoz Court
had not been repaired after several requests to the City to rebuild the seawall, and that
during the March 30, 2025 "rain bomb," canal water may have entered upon the Private
Property from that point in the seawall opening, causing the Pnvate Property seawall to
collapse (the "Claim"); and
WHEREAS, on or around June 6, 2025, City staff met with Rabbi Zalman Fellig, a
principal of Goldwater, where he formally presenled his Claim; and
WHEREAS, the City denied any liability but requested that Goldwater provide an
engineering report substantiating the Claim; and
WHEREAS, Goldwater engaged an engineering and construction company, to
provide a report and quote for the permitting and replacement work of 181 feet of seawall,
including the 23 feet owned by the Ciry ("Lenoz Court Seawall work") and the structural
reinforcement of the remaining 13 feet, which quote for the entire project came in at
$377,200.00 (collectively, the "Seawall ProjecY'); and
WHEREAS, Goldwater requested that the City pay 50°/ of the estimated cost for
the Seawall Project based on its claim that the City's failure to repair the Lenox Court
seawall had caused Goldwater's seawall to collapse; and
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.._.. __ . .._
WHEREAS, the City Administration denies any liability on the City's part or that a
50% contribution is required; however, in order to avoid the cost and uncertainty of
litigation, the City Administration believes it is in the City's best interest to reach an
amicable resolution; and
WHEREAS, the City Administrafion has offered to settle all claims associated with
the Claim for the sum of $150,000.00, subject to approval by the Mayor and City
Commission, and Goldwater has indicated itswillingness to settle all claims related to the
Claim for this amount; and
WHEREAS, the City-owned 23-foot Lenox Court seawall (the "Lenox Court
Seawall") has undergone multiple procurement processes, beginning with an existing
push button contract ITB 2020-125-AY, which used pre-priced line items for seawall
construction; however the lowest priced contractor and all subsequent contractors
rejecied the project; and
WHEREAS, the lowest priced contractor rejected the project due to scope
complexity and the walfs deteriorated condition, and further advised that pre-COVID
pricing would not be honored given increased construction and material costs; and
WHEREAS, in 2024 the City attempted competitive solicitation under ITB 2024-
056-JP (the "2024 ITB"), which process resulted in a single bid of$899,525.00 for Lenox
Court's 23 linear feet of seawall, or approximately $39,110.00 per linear foot; and
WHEREAS, the 2024 ITB bid was deemed excessive when compared to other
seawall projects across the City, which have typicalty ranged between $2,700.00 and
$5,900.00 per linear foot, and was therefore rejected; and
WHEREAS, following the 2024 ITB, the City solicited pricing at lwo different times
through its Job Order Contracting (JOC) program and (1)the first solicitation, prior to the
collapse of the seawall, resulted in only a single contractor submitting a quote of
approximately$1.3 million dollars, significantly higherthan the 2024 ITB bid; and (2)after
the seawall collapsed, the same contractor was contacted again to determine whether
the altered si[e conditions might improve constructability and pricing; however, at that
time, the contractor declined to proceed with construction under the existing permitted
plans, further highlighting the elevated risk and complexity associated with the site
consiraints; and
WHEREAS, the site constraints include the following factors: (�) Lenox Court is
situated within a nanow 20-foot-wide public right-of-way, bounded by two private
properties and an adjoining seawall that was also identified as being in poor condition
and at risk of collapse at the time of the original bid; (2) there is no viable access to the
site from the water side due to existing bridges along the canal, that limit the ability to
barge in equipment; (3) the adjacent private parcels preclude conventional land-side
mobilization and staging; and (4)overhead FPL utility lines along Lenox Court, across the
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canal and near the seawall's end, introduce further safety and logistical complications;
and
WHEREAS, these factors make standard construction methods infeasible, and
contractors have indicated that if access remains restricted to the City's narrow right-of-
way, work, if completed by the City, would need to be staged from Dade Boulevard,
across the canal, dramatically increasing mobilization costs, equipment needs, and
community impacts through closure of travel lanes; and
WHEREAS, given the foregoing site constraints, which are contributing to the
increases in the cost to replace the Lenox Court seawall and creating a challenge ro
securing a contractor for the work; the fact that the replacement cost of the seawall to the
City would be equal to or greater than the proposed settlement amount; and that this
approach will result in immediate attention to the matter, which would otherwise be
delayed if fol lowing the City's standard Procurement process,the City Administration f nds
it to be in the City's best interest to pay $�50,000.00 (the "Settlement Funds") in
settlement of all claims associated with the Claim, with the understanding that the Cirys
contribution will be applied towards the full reconstruction of the Lenox Court Seawall;
and
WHEREAS, as conditions to the City's contribution to the shared cost, (1)the new
Lenox Court Seawall will include a structural separation joint at the right-of-way line to
ensure structural independence behveen the City-owned and privately owned segments,
allowing for separate maintenance responsibilities; and (2)the new Lenox Court Seawall
shall comply with the specifications set forth in this Agreement (collectively, the "City's
Conditions"); and
WHEREAS, on June 25, 2025, the Mayor and City Commission unanimously
adopted Resolution No. 2025-33781, approving the settlement of the Claim for
$150,000.00, to be paid to Goldwater and further, authorizing the City Manager to
negotiate and execute a settlement agreement and any other documents related to ihe
settlement, said settlement agreement to authorize Goldwater to utilize the settlement
proceeds to replace the Lenox Court Seawall, located along the Collins canal and
adjacent to the Private Property.
NOW, THEREFORE, in exchange for the good and valuable consideration more
particularly set forth herein, but withou[admission of any liability, fault or wrongdoing, the
Parties agree as follows:
1. Recitals. The above recitals are true and correct and are incorporated herein
by this reference.
2. Representation. This Agreement is entered into voluntarily by the Parties
who stipulate and agree that they are untler no duress or undue inFluence. The Parties
represent that in the execution of this Agreement,they had the opportunityto consult legal
counsel of their own selection with respect to the execution this Agreement.
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3. Terms. As full and f nal settlement of the Claim and any and all matters related
to orarising out of the Seawall Collapse, and in consideration of the release by Goldwater
set forth herein, the City shall pay Goldwater the sum of One Hundred Fifty Thousand
Dollars and Zero Cents ($150,000.00) (the "Settlement Funds"), which shall be applied
specifically to the full demolition and reconstruction of the Lenox Court Seawall. The City
acknowledges and agrees that it shall be solely responsible for dirt fll on the landward
side of the Lenox Court Seawall and asphalt work, as the City shall determine in its sole
discretion. Goldwater shall provide documen[ation reasonably acceptable to the City
demonstrating the portions of the Settlement Funds were applied specifically to the
engineering, permitting, demolition and reconstruction of the Lenox Court Seawall. The
Parties stipulate and agree that the City's Conditions as defned in the above recitals are
material conditions that induced payment of the Settlement Funds and that Goldwater's
failure to perform the demolition and reconstruction of the Lenox Court Seawall in
accordance with the City's Conditions shali constitute a breach of this Agreement.
Payment of the Settlemen[ Funds shall be made as follows:
(a). Mobilization and Pre-Construction and Installation of Seawall System (85%), payable
within thirty (30) days from the later of (a) execution of this Agreement and (b) provision
to the City of the insurance certifcates required pursuant to subparagraph 4.g.
(b). Final Documentation, Permit Closeout and Punch List Items (15%), payable within
thirty (30) days from the later of� (a) the date punch list items are completed as certifed
by Goldwater's engineer of record; (b) the date the permit for the Seawall Project is
closed; and (c) the date of Final Acceptance by the City, provided, the City shall not
unreasonably withhold or delay Final Acceptance, provided, further, Final Acceptance
shall be subject to compliance with the documentation requiremen[s set forth in Exhibit
"A" or such other documentation as the City shall reasonably determine.
4. New Seawall Warrantv CiN Aparoval of Drawinns: Workmanshio:
Disclaimer: Excess Costs: Insurance and Indemnitv:
a. WarranN. Goldwater shall require its contractor to warrant in the
Construction Contract that all materials and workmanship furnished under this Contract
for the construction or repair of the seawall shall be new, of good quality and free from
faWts or defects. Goldwater's contractor shall correct any and all defects in the work,
including settlement, cracking, displacement, corrosion of reinforcing, or failure of
anchoring systems, which may appear within one (1) year from the date of Final
Completion and Final Acceptance by the City, at no additional cost to the City.
In the event any defect is discovered dunng ihe warranty period, the City shall notify
Goldwater in writing who in turn will coordinate all repairs with its contractor. The
Construction Contract shall include a provision requiring Goldwaters contractor to
commence repairs within fifteen (15) calendar days of such notice and complete the
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work within a reasonable time as determined by the City. If Goldwater's contractor fails to
make ihe necessary corrections, the City may perform or cause the repairs to be made
and the Construction Contract shall indude a stipulation that in such circumstances,
Goldwater's contractor shall be liable for all associated costs.
This warranty shail be in addition to and not in limitation of any rights and remedies of the
City under applicable law, contract terms, or latent defect statutes.
b. Citv's Aoproval of construction drawinas. Goldwater shall secure the
City's proprietary approval, through its City Manager, of the construction drawings for the
Seawall Project Norivithstanding the City's proprietary approval of the construction
drawings, Goldwater shall be responsible for separately securing all permits and other
regulatory approvals from the City and other authorities having jurisdiction at its sole cost
and expense. Goldwater shall further ensure that the construction drawings include the
City's Conditions. Once approved, no changes in, or revisions or additions to, the
construction drawings which relate to the Lenox Court Seawall work may be made without
the prior written approval of the City Manager. Goldwater shall cause its engineer to
provide the City with computerized architectural drawings ("CAD") of the plans and
construction drawings on disk or otherformat acceptable to the City. Upon completion of
the Lenox Court Seawall work, Goldwater shall cause its engineer to provide the City with
"as-builP' plans both in blueprint form and in CAD form.
c. Construction: Workmanshio. Goldwater shall retain the services of
a licensed engineer and contractor and shall be solely responsible for the design and the
construction of the Seawall Project, including the Lenox Court Seawall work. Prior to the
commencement of construction of the Seawall Project, Goldwater shall record a Notice
of Commencement in the Public Records of Miami-Dade County, Florida, shall post a
certifed copy thereof on the Private Property, and shall designate the City as one of the
parties to receive a copy of all notices to owner in accordance with the requirements of
Florida Statutes, Chapter 713. In the event any lien shall be filed (whether properly or
improperly) against the Lenox Court Seawall, it shall be removed, satisfed or transferred
to bond by Goldwater within twenty (20) days. Goldwaters failure to do so within the
twenty (20) day period shall be a default hereunder and the City shall be entitled to avail
itself of all rights and remedies provided for hereunder. Goldwater shatl ensure that all
warranties in connection with the Lenox Court Seawall work shall be assigned to the City
upon completion of the Lenox Court Seawall work and complete disbursement of the
Settlement Funds. Forthe avoidance of doubt, Goldwater shall not be responsible for any
damage to the Lenox Court Seawall caused solely as a result of the negligence or willful
misconduct of the owner of the property located at 1780 Lenox Avenue.
d. The Ci[v's Disclaimer. The city's failure to inspect shall not constitute
a waiver of any of the City's rights under this Settlement Agreement or at law or in equity.
Goldwater agrees that it shall be solely responsible for supervising the construction of the
Seawall Project, and the Ciry shall have no obligation to provide any such administrative
or management services. Notwithstanding the issuance of any approvals or consents hy
the City, the City has no obligation or responsibility whatsoever for the adequacy, form or
Page 5 of 16
content of Goldwa[ers construction drawings, any co�tract, any change order, or any
other matter incident to the Seawall Project
e. Resoonsibilitv for Excess Cos[s. Goldwater agrees to perform all
work related to the design, permitting, and construction of the Lenox Court Seawail at a
cost not to exceed the Settlement Funds; therefore, Goldwater shall be responsible for
any costs associated with the Lenox Court Seawall which exceed the total amount of the
Settlement Funds.
f. Reauired Insurance and Indemnity. The Construction Contract and
the Engineering Services Agreement shall include the insurance and indemnifcation
provisions set forth in Exhibit"B" and Exhibit"C,' respectively. Goldwater shall cause
its contractor and the Engineer to submit certificates of insurence to the City consistent
with the requiremenfs set forth in Exhibit "B" and Exhibit "C," respectiveVy, promptly
following the ezecution of this Agreement and in any case before any work commences
on the le�ox Court Seawall.
5. Release. Goldwater hereby remises, releases, acquits and foreverdischarges
the City, together with its attorneys, representatives, offcers, employees and agen[s
from any past, present and future claims, actions, causes of action, demands, rights,
damages, costs, losses, expenses, compensations and obligationswhich exist orwhich
may hereafter accrue, whether known or unknown, whether foreseen or unforeseen,
whether matured or not mature, whe[her discovered or undiscovered, and the
consequences thereof, having resulted, resulting or to result from any or all of the
following:
a. the Claim; ;
�
b. All matters or disputes in any way related to or arising out of the Seawall '
Collapse; '
c. Any representations made by the City related to any and all matters or
disputes at issue in the Claim or the Seawall Collapse; and
d. Any and all claims for attorney's fees (including parategai fees), costs, or
interest in any way related to the Claim.
6. Warrant of No Assi nment� Satisfaction of Third-Part Interests.
Goldwater represents, warrants, and certifies that it has not in any manner assigned,
pledged or otherwise voluntarily or imoluntarity disposed of or transferred to any person
or entity any interest in any claim(s), actions, causes of action, suits, damages, losses,
iudgments, executions, demands, liabilities, obligations, responsibilities, liens,
expenses, costs and attorney's fees related to the Claim and/or referenced in this
Agreement(collectively, "Specified Claims"), a�d if any person or enUty has any interest
in any such Specifed Claim, Goldwater will fully satisfy and discharge such person or
Page 6 of'I6
entity's interests from the consideretion payable By the City. Goldwater will hold
harmless and indemnify the City from and for any and all actions, causes of action,
damages a�d costs, including reasonable attorneys' fees, incurred in defense of or in
settlement of all actions, causes of action, suit or suits, or demands, by any third party
whose interest in any Specified Claim is not fully satisfied and discharged by Goldwater.
7. No Admission of Liabilitv. Goldwater acknowledges and agrees that any
payment by the City pursuant [o this Agreement, and/or any other act, representation,
inaction or silence by the City, is not to be construed as an admission of liabiliry but is
made ro protect the interest of the City and to avoid litigation and the expenses thereof.
8. Default.
a. Events of DeSault:7he following shall be deemed to be events of default�nder ihis
Agreement:
1. If there is any default or event of default under the Construction
Contract or the Engineering Services Agreement that arises by reason of the
failure of Goldwater to pay any sum of money due under the Construction Contract
or Engineering Services Agreement, and such default is not cured within the cure
period provided under those contracts, and if no cure period is provided, within five
(5) days following receipt by Goldwater of written no[ice alleging such default; or
2. If any lien for labor, material, taxes or otherwise shall be filed against
the the Lenox Court Seawall work, and such lien is not removed, safisfied or
transferred to bond as required herein.
3. If construction of the Lenox Court Seawall shall be abandoned and
noi be resumed at such time as may be reasonably necessary So complete
construction nine(9)months from the effective date of this Agreement, unless such
cessatio� is due to acts of God, strike or unavailability of materials{
4. If Goldwater fails to perform or observe the covenants, terms or
provisions under this Agreement and thereafter fails to cure such default within
thirty (30) days after Goidwater 's receipt of no[ice of default from the City.
b. Remedies of the Citv:
If any of the events of default, as set forth in the preceding subsection S.a. shall
occur, ihe City shall have ihe right to terminate this Agreemeni and pursue any
and ail of the following:
1. the right to injunction or other similar relief available to it under
Florida law against Goldwater; and/or
2. the right to maintain any and all actions at law or suits in equity or
other proper proceedings to obtain damages resulting from Goldwater's
default.
Page 7 of 16
The City shall be entitled to recover all costs of such actions, including reasonable
attorneys' fees.
c. Cessation of Work Upon Termination: Upon termination of this Agreement,
Goldwater shall cease to perfortn work on the Lenox Court Seawall and shall
abandon the Lenoz Court Seawall and Lenox Court. Any such termination of this
Agreement by the City due to Goldwater's default shall not impair the releases
made by Goldwater in favor of the City pursuant to this Agreement which shall
remain in full force and effect.
e. Emerqencv Performance' Use of Lenox Court: In the event [hat the City, in the
City Manager's sole discretion, determines that Goldwater s use of Lenoz Court or
the Lenox Court Seawall work is causing a public health,welfare or safety concern,
as determined by the City Manager, in the City Managers sole discretion,
Goldwater, pursuant to a verbal or written notifca[ion by the City Manager to
Goldwater, shall cease work on the Lenox Court Seawall and/or use of Lenox
Court; and/or enter Lenox Court, inGuding the Lenox Court Seawall, and the City
shall have the righl to make modifcations as needed; and/or othenvise instruct
Goldwater as to any changes which need to be made in connection with the further
use of Lenox Court and work being performed at the Lenoz Court Seawall.
9. Goldwater's Comoliance With Anti-Human Traffickina Laws.
Goldwater agrees to comply with Section 787.06, Florida Statutes, as may be amended
from time to time, and has executed the Certificatlon o( Compllance with Anti-Human
Trafficking Laws, as required by Section 787.06(13), Florida Statutes, a copy of which is
attached hereto as Exhibit "D".
10. Prohibition on Contractina with a flusiness enaaaina in a Bovcott.
Goldwaterwartants and represents that it is not currently engaged in, and will not engage
in, a boycott, as defined in Section 2-375 of the City Cade. In accordance with Section
2-375.�(2)(a) of the City Code, Goldwater hereby certifies that Goldwater is not currently
engaged in, and agrees for the durafion of the Agreement to not engage in, a boycott of
Israel.
�1. Prohibition on Contracting with an Individual or EntiN Which Has
Performed Services For Compensation to a Candidate for Citv Elected Office.
Goldwater warrants and represents that, within hvo (2) years prior to the effective date of
this Agreement, Goldwater has not received compensation for services performed for a
candidate for City elected offce, as contemplated by the prohibitions and exceptions of
Section 2-379 of the Ciry Cotle.
Page 8 of 16
12. Goldwater's Compliance with Florida Pub6c Records Law.
a. Goldwater shall comply with Florida Public Records law under Chapter�19,
Florida Statutes, as may be amended from time to time, with regard to the perfortnance
of the Lenox Court Seawall work.
b. IF GOLDWATER HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, PLORIDA STATUTES, OR AS TO GOLDWATER'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS AT:
CITY OF MIAMI BEACH
ATTENTION: RAFAEL E. GRANADO, CITY CLERK
1700 CONVENTION CENTER DRIVE
MIAMI BEACH, FLORIDA 33139
E-MAIL: RAFAELGRANADO@MIAMIBEACHFL.GOV
PHONE: 305-673-7411
13. Inspector General Audit Rights. The provisions of Section 2378 of the
Code of the Ciry of Miami Beach are hereby incorporated by this reference as if fully set
forth herein.
14. Effective Date. The effective date of this Agreement shall be the date upon
which the second Party to sign has affized the signature of its representative to the
Agreement and delivered an executed copy[o the other Party.
�5. Entire Aqreement. This Agreement constitutes the sole and entire
agreement between the Parties and supersedes all prior and con[emporaneous
statements, promises, understandings or agreements, whether written or oral.
16. Amendments. This Agreement may be amended, modified or altered at
any time upon the approval of the Parties; however, any such amendment must be In
writing and signed by all Parties in order for such amendment to be of any force and
effect.
17. Partial Invaliditv. In the eve�t that any provision of this Agreement is
declared by any court of competent jurisdiction or any administrative judge to be void or
othe�wise invalid, all of the other tertns, conditivns and provisions of this Agreeme�t shall
remain in full force and effect to the same extent as if that part dedared void or invalid
had never been incorporated in the Agreement and in such form, the remainder of the
Agreement shall continue to be binding upon the Parties.
18. Apolicable Law. This Agreement shall be subject to and governed by the
laws of the Sta[e of Florida, without regard to conflict of law rules.
Page 9 of 16
19. Counteroarts.This Agreement may be signed and executed in one or more
counterparts, each of which shall be deemed an onginal and all of which together shall
constdute one Agreement. Delivery of an executed counterpart of a signature page of
this Agreement by facsimile or email shali be effectiva as delivery of an originally executed
counteryart of this Agreement.
20. No Adverse Construetion. The Parties acknowledge that this Agreement
has been prepared by each of them. In the event any part of this Agreement is found to
be ambiguous, such ambiguity shall not be construed against either of the Parties.
21. Further Acis. In addition to the acts recited in this Agreement, the Parties
agree to perform, or cause to be perfortned on the date of this Agreement, or thereafter,
any and all such further acts as may be reasonably necessary to consummate the
transactions contemplated hereby. Each of the Parties agrees that it will execute and
deliver all such documents and instruments as may be necessary and appropnate [o
effectuate the terms of this Agreement.
22. Authori . Each person(s) executing this Agreement as an agent or in a
representative capacity warrants that he or she is duly authonzed to do so.
IN WITNESS WHEREOF, the parties hereto have caused this Settlement
Agreement to be ezecuted in their names by theirduly authorized officials as of the date
set forth balow.
ATTEST: CITY OF MIAMI BEACH, FLORIDA
JUL 1 5 2aT5 � ) � '
7 �
Ra el E. Granado, Ciry Clerk , Enc T. CarpeM , Ciry Manager
.\ps"!-e.Eg�;y, Date:
F,:
" :��"•_ 'i GOLDWATER REALTY 11, INC.
ATTEST: ; �.IN(OAP ORA1E0� :
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a �..9RCH 26-'.°j=
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Date:—7,�� �5
APPROVED AS TO
FORM&LANGUAGE
8 FOR EXECUTION
Page10of16 � ���F��L'C
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EXHIBIT "A"
DOCUMENTATION REQUIREMENTS FOR FINAL ACCEPTANCE
In addition to the as-built drawings to be submitted by Goldwater's engineer
pursuant to Section 4 of this Agreement, the following documentation shall be submitted
in connection with the Pinal Acceptance of the Lenox Court Seawall work by the City to
the extent not previously submitted by Goldwater:
(a) a copy of all bills, invoices or statements related to the Lenox Court
Seawall work must be attached to the payment request;
(b) fnal waivers or releases or liens for the Lenox Court Seawall work;
(c) a statement by Goldwater's engineer ("Engineer") certifying that the
Engineer has inspected all work for which payment is being requested, that, based upon
the Engineer's inspection of the work, such work complies in all material respects with
Goldwaters construction drawings and applicable laws(subjectto minor"punch IisY'items
set forth on such certificate);
(d) such other documentation as the City may reasonably request.
Page 11 of 16
EXHBIT "8"
INSURANCE AND INDEMNIFICATION REQUIREMENTS FOR CONTRACTOR
The Construction Contract shall contain Ihe following insurance and indemnifcation
requirements:
(7) Insurance Reauirements. At all times during the term of this Contract, Contractor
shall maintain in full force and eHect the following insurance coverages:
(A) Builder's Risk Insurance. Builder's risk insurance, with a deductible of not more
than $5,000, that shall (i) name the City, as an additional insured and (ii) provide coverage equal
to the contract price under Construction Contrect). The originals or certified copies of such
policies, together with appropriate endorsements thereto, including, but not limited to, the written
agreement by the insurer or Insurers therein to give [he City thirty(30) tlays prior written notice of
intention to cancel or amend, shall be promptly delivered to the City; said insurance coverage to
be kept in full force and effect at all times during conslruction of the Seawall Project.
(B) Statutory Emolover Liabilitv and Workman's Comoensation Insurance. A
certifcate or certifcates from an insurance company confrming that Contractor has obtained
statutory workets compensation and employer's liability coverage in an amount not less than
required by law, withoui allowance for any exemption thereunder.
(C) AutomobiVe Insurance. Business and Automobile Liabiliry with minimum limits of
One Million and No/100 Dollars ($1,000,000.00) per occurrence combined single limit for Bodily
I�jury Liability and Property Damage Liahility. Coverage must be afforded on a form no more
restrictive than the latest edition of the Business Automobile Liability Policy, without restrictive
endorsements, as filed 6y the Insura�ce Services Offce and must include: (1) Ownetl Vehicles,
(2) Hired and Non-Owned Vehicles; and (3) Employers' Non-Ownership.
(D) General Liabilitv Insurance. General Liability Insurance from Contractor and any
subcontractor performing services or furnishing labor in connection with the Seawall Project with
limits of One Miilion and No1100 Dollars ($1,000,000.00) per occurrence and Two Million and
No/100 Dollars($2,000,000.00) in the aggregate.
Any policy of insurance herein required shall contain a contractual liability entlorsement
covering intlemnity antl tlefense obligations of Contrector. Such policy wiN among other things,
makespecifcreferencerothisSettlementAgreement. AnypolicyobtainedbyContracrorinsuring
against loss by physicaf damage to any portion of the Seawall Projec[ or to materials to he
incorporated in the Seawall Project or covering Goldwater's or its Contracror's tools, supplies,
machinery or equipment shall contain an endorsement providing that the insurer waives its rights
of subrogation against the City and any other named or additional insured. Nothing in this Section
shall give or create in any third party any claim or right against the City.
All general liability policies shall include the City as additional named insureds and shall
contain an endorsement providing that the insurer waives its rights of subrogation against the City
any other named or additional insuretl. Nothing in this Section shall give or create in any third
party any claim or right against the Clty-
Page 12 of 16
The insurance required hereuntler may be contained in one or more policies. Prior to
commencement of any construction, Contractor shall furnish to Goldwater and the City certifcates
or copies of policies showing that the insurance is in force and that the premiums tlue thereunder
shall have been paid and that the subcontraclors of Contractor, and such other persons as
Goldwater or the City may direct are named as insured persons jointly with Contractor in respect
of any loss covered.
Contractor shall provide Goldwater and the City with notice of any canceliation,termination
or modification of any required insurance coverages.
The insurance must be furnished by an insurance company rated A-:V or better, or its
equivalenl, according to Bests' Guide Rating Book, and by insurance companies duly authorized
to do business in the State of Florida, and countersigned by[he company's Fbritla resident agent.
(2) Indemnifcation and Hold Harmless. Contractor agrees to indemnify, defend, and
hold harmless Goldwater and/or the City, and their respective offcers, employees and agents,
from and against any and all actions, claims, liabilities, losses and expenses including, but not
limited to, attorney's fees, for personal economic or bodily injury, wrongful death, loss of or
damage to property, at law or in equity, which may arise or be alleged to have arisen from the
negligent acts or omissions or other wrongful conduct of Contractor, andlor any and all
subcontrectors, employees, agents, or any other person or antity acting under Contractor's
control, in connection with the Contrector's pertormance of the services or work pursuant to this
Construction Contract Contractor shall pay all such daims and losses and shall pay all cos[s
and judgments, which may arise from any lawsuit arising from such claims and losses, and shall
pay all costs and attorney's fees ezpended by the City in defense of such claims and losses,
including appeals.
The parties agree that one percent (1%) of the total compensation to Contracbr for
performance of the services and/or work under this Construction Contrect is the specific
consideration from Goldwater to Contractor for ihe Contractor's agreement to indemnify and hold
Goldwater antl/or the City harmless, as provided herein. Contrector, Goldwater and the City
hereby agree and acknowledge that this indemnity provision is intended to and shall survive the
termination (or earlier expiration)of this Construction Contract.
Page 13 of 16
EXHIBIT "C"
INSURANCE AND INDEMNIFICATION REQUIREMENTS FOR ENGINEER
The Engineering Services Agreement shall include the following insurance and indemnifcation
requirements:
(1) insurance Reouirements. At all times during the term of the Enqineering Services
Agreement, Engineer shall maintain the following required insurance coverage in full force and
effect:
(a) Statutory Emolover Liabilitv and Workman's Comoensation Insurance. A
certificate or certificates from an insurance company reasonably acceptable to the Third Party
Benefciaries, confrming that Engineer has obtained st2tutory worker's compensation and
employer'S liability coverage in an amount not less than required by law, without allowance for
any exemption thereunder.
(b) Automobile Insurance. Business and Automobile Liability with minimum
limits of One Million and No/100 Dollars ($1,000,000.00)per occurrence combined single limit for
8odily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no
more restrictive than the latest edition of the Business Automobile Liability Policy, without
restrictive endorsements, as fled by the Insurence Services O�ce antl must include: (7) Owned
Vehicles, (2) Hired and Non-Owned Vehicles; and (3) Employers' Non-Ownership.
(c) General Liabilitv Insurance. General Liability Insurance with limits of One
Million and No/100 Dollars ($1,000,000.00) per occurrence and Two Million and No1100 Dollars
($2,000,000.00) in the aggregate.
(d) Professional Liabilitv Insurance. Professional Liability Insurance in an
amount not less than $2,000,000.00 with the deductible per claim. Engineer shall notify Ihe City,
in writing,within thirty(30)days of any claims fled or made against its Professional Liability policy.
Any policy of insurence herein required shall contain a contractual liability endorsement
covenng indemnity and defense obligations of Engineer and such other coverage as may
reasonably be required by the City. Such policy will among other things, make specifc reference
to this Settlement Agreement.
All general liability policies shall include the City as additional named insureds and shall
contain an endoreement providing that ihe insurer waives its rights of subrogation against[he City
any other named or additional insured. Nothing in this Section shall give or create in any third
party any claim or right against the City.
The insurance required hereunder may be contained in one or more policies. Prior to
commencement of any Services, Engineer shall fumish to Landbrd certifcates or copies of
policies showing that the insurance is in force and that the premiums due thereunder shall have
been paid and that the subconsultants of Engineer, and such other persons as the City may direct
are namtl as insured persons jointly with Engineer in respect of any loss covered.
Engineer shall provide Goldwater and the City with notice of any cancellation, termination
or modifcation of any requiretl insurance coverages.
Page 14 of 16
The insurance must be fumished by an insurance company rated A-'.V or better, or its
equivalent, according to Bests' Guide Rating Book, and by insurance companies duty authorized
to do business in the State of Fbrida,and countersigned by the company's Florida resident agent.
Engineer shall provide the City with a certificate of insurance of all required insurance
policies. The Ciry reserve the right to require a certifed copy of such policies, upon written request
to Engineer.
(2) Indemnifcation and Hold Harmless. To the exienl permitted by Section 725.08,
Florida Statutes, the Engineer shall indemnify and holtl harmless Goldwater, the City, and iheir
respective offcers, employees, agents, and instrumentalities, from liabilities, damages, losses,
and costs, induding, but rrot limited to, reasonable attorneys' fees, to the extent caused by the
negligence, recklessness, or intentionally wrongful conduct of the Engineer and other persons
empioyed or utilized by the Engineer in the performance of this Enginearing Services Agreement.
The Engineer shall pay all claims and losses in connection Iherewith and shall investigate
all claims, suits, or acUo�s of any kind or �ature in the name of Goldwater and the City, where
applicable, including appellate proceedings, and shall pay all costs, judgments, and ariorney's
fees which may issue thereon. Engineer expressly understands and agrees that any insurance
protec[ion requiretl by this Contract or otherwise provided by Engineer shall in no way limit is
responsibility to indemnify, keep, and save harmless and defend Goldwater and/or the City and
their respective officers, employees, agents and instrumentalities as herein provided.
The Engineer agrees and recognizes thaf Goldwater and City shall not be held liable or
responsible forany claims which may resWtfrom any negligent, reckless, or intentionally wrongful
actions, ertors or omissions of the Engineer in which Goldwater or the City participated, either
through review or concurrence of the Engineer's actions. In reviewing, approving or rejecting any
submissions by Goldwater's contractor, or other acts of the Engineer, Goldwater and/or the City
in no way assume or share any responsibility or liability of the Engineer (including, without
limitation, its subconsultants and/or any registered professionais (architects and/or engineers)
under this Engineering Services Agreement.
This indemnif�cation provision is intended to survive expiration and termination o5 ihe
Engineering Services Agreement.
Page 15 of 16
EXHIBIT "D"
ANTI-HUMAN TRAFFICKING AFFIDAVIT
In accordance with Section 787.06(13), Florida Statutes, the undersigned,on behalf of Goldwater
Realty II, Inc ("Goldwater') hereby attests under penalty of perjury Ihat Goldwater does not use
coercion for labor or services as defned in Section 787.06, Florida Statutes, entitled "Human
Trafficking".
I understand that I am swearing or affirming under oath to the truthfulness of the claims made in
this affdavit and that the punishment for knowingly making a false statement includes fines and/or
impnsonment.
The untlersigned is authorized to execute this affdavit on behalf of Goldwater.
GOLDWATER:
Goldwater Realty, II, Inc.,
a corporation.
By:
Name(fitle: (Address)
State of Florida )
)
County of Miami-Dade )
The foregoing instrument was acknowledged before me by means of � physical presence or ❑
online notarizatioq this _ tlay of , 202_ by
, as of
, a corporation, known to me to be Ihe
person described herein, or who protlucetl as
identification, and who didldid not take an oath.
NOTARY PUBLIC:
(Signature)
(Print Name)
My commission expires:
Page 16 of 16