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Interlocal Agreement 9007 7 INTERLOCAL AGREEMENT THIS INTERLOCAL AGREEMENT is made and entered into.this day of t -ebr�r 2011, by :and between the CITY OF 'MIAMI BEACH, �F:LORIDA, a municipal cor oration of the State of Florida hereinafter referred , to as the "Ci " and THE SCHOOL p ( tY ), BOARD OF MIAMI -DADE COUNTY, FLORIDA, a .body corporate and :politic (hereinafter referred to as the "Board „ ) WITNESSETH WHEREAS, the Board is the owner of certain land and facilities "located in the City .of Miami Beach, . Florida, and known as *Miami 'Beach Senior High School (the "School"); and WHEREAS, the -Board is in the :process of constructing -a -replacement School on the existing School -land (the "Project"); and WHEREAS, in .order to complete the Project, - the Board desires to make certain improvements within :the public rights -of -way along ,portions of Prairie Avenue and ;Dade 'Boulevard; and : WHEREAS., 'the Board will - provide the necessary .utility easements for the existing water and sewer lines that presently School; and WHEREAS, in consideration for .making certain improvements, the City shall grant the Board a permanent - .easement for a portion -of. -the City- controlled right -of -way necessary for - the 'Board to construct, operate, -and maintain a .bus drop -off -area along . :Dade :Boulevard (the City Easement ), .and 'WHEREAS, in consideration for - the 'City's Easement, the Board shall grant a permanent access easement to :the - City across a. portion of the .School's 'property, to facilitate : to:the adjacent City -owned land (the ":Board :Easement ") and WHEREAS, the City Commission of the City of :Miami Beach by the .adoption of Resolution No.2007 =26478 at its meeting of :March 14,-2007, approved - ,the execution of - this Interlocal Agreement ( "Agreement ") and the subsequent granting of the City .Easement, - as required and pursuant to- the'terms of :the Agreement ; -and 'WHEREAS, the {School 'Board Miami -:Dade County, :Florida, has authorized the :execution of :this Agreement :and - the *subsequent granting 'of the :Board Easement, as required .and , pursuant _to , the.terms of - .the Agreement, in accordance with -Board Action No. :F -5, at its meeting of May 1.8 :2005. NOW, THEREFORE, for and in . of the conditions and covenants - hereinafter contained and other good and valuable consideration, - the °receipt and sufficiency of which :are hereby :acknowledged, the :parties hereto - agree as follows: - Page '1 of 12 4 ARTICLE LAND SURVEYING AND PREMISES TO BE U SED The parties hereto agree that they shall prepare the . necessary land surveys and - legal descriptions affecting the properties and. lands owned by either _party, and specifically delineating the City Easement and the Board 'Easement; said legal descriptions shall be attached as Exhibit "A" hereto and .incorporated herein Each party shall bearthe cost of the preparation of its respective legal documents, or, upon prior mutual written agreement, have the option to fire the same land surveying compan and share the costs. Upon the Commencement Date of this Agreement (as said date is defined in Article II), the Board shall have the right to commence construction of any portion of the Project within the City Easement area prior to execution of the City Easement, provided that the Board has secured the required permits for the Project,from the City, .and thereafter provides written notice to the City of such intent to commence construction, such notice - to be delivered no later than seven (7) business days prior�to commencement. The Board further agrees and acknowledges that any commencement of construction on the City Easement area undertaken prior to execution of the -City:Easement shall be undertaken atthe Board's sole risk and the Board shall assume sole responsibility for - any costs and /or liabilities incurred as a result of;same. Additionally, as a condition .precedent to .commencement of any construction of the .Project within the City 'Easement area, the Board shall require that its General Contractor for the Project and maintain in force until - final. Project completion: (i) Comprehensive General Liability with minimum limits of _one million dollars .($1.;000,000) per occurrence, combined - single limit for.Bodily - Injury.Liability and Property Damage Liability, :naming the'City of Miami :Beach, -Florida, as an additional insured; and (ii) a Payment and Performance Bond for the Project (the Bond), in the amount of one hundred percent (100 %) of the:Project (contract) cost naming the City of Miami'Beach ,Florida as co - obligee. The Board shall deliver evidence of the existence of the aforestated insurance coverage -and of the _Bond - to the City prior to commencement of construction of the =Project. The City shall have the right to keep using the access area located immediately east of the service road of the School throughout construction of - the - Project. ARTICLE II TERM This Agreement shall commence upon the execution of the Agreement by the Board and - the .City (the Commencement Date), and shall expire on the date the =Project is Page.2 of 12 s completed, as evidenced 'by the issuance of a Certificate of Occupancy, or ten (10) years..after the Commencement Date, whichever is first However, the parties agree and acknowledge that, ;provided such instruments f are .approved and executed by the City and the Board, respectively, the - City `Easement and the School :Board :Easement are intended to survive the expiration of this Agreement. ARTICLE I I f IMPROVEMENTS The :Project which is:being executed by, the Board, requires that certain improvements Within the - public rights -of -way along portions -of Prairie Avenue and. - Dade Boulevard be made. The improvements, which are being designed and constructed by the Board, are specifically defined . in the drawings referenced in :Exhibit "B "., attached hereto.,and incorporated herein, which drawings - the.partie's agree and acknowledge are subject to and conditioned .upon the preparation of final _construction drawings .and the approval and issuance of a City building °permit for .,same. The 'improvements are generally defined as follows:. mprovements along - Prairie Avenue: : 1. Construction of new parent drop- off decorative pavers, including sidewalk - at the Jocations illustrated in Exhibit 'B attached, a paver pedestrian crossing; at two locations '(at'- 23 street and north edge of student .parking)., at the .Board's sole expense; 2. Estate fencing along School property with .a .landscaping strip between the fence and the parking lot as illustrated .in attached :Exhibits-B =1 -and B -2, (except in front of the Fine Arts ,Building), at the Board's sole expense.; 3. Irrigation system in public right -of -way with own water - meter., electronic controller, etc., - to be conveyed to - the City, at the Board's sole expense; -.and 4. Landscaping, consisting of -4' high shrubbery (adjacent to property line in school property) and 12' =14' high .shade , trees at .20' o.c. (in swale area) from a -tree species pallet,as approved , ythe City, and new -sod turf on adjacent right -. of -way, at -the Board's sole - expense. 5.. Milling & resurfacing of Prairie Avenue to shift center line of.road :4' West, at the City's sole expense, which will result -in an overall width reduction of Prairie Avenue of 8'. Improvements along :Dade :Boulevard:- 6. Construction of new bus. drop -off area, where the. City' grant. the City : Easement to accommodate the. bus -drop -off _area; 7. -Relocation of existing trees - to :public .right -of -way; 8. 6'.sidewalk parallel to School - property and _southernmost.edge of walk occurring 10' from back of existing Dade :Boulevard - curb; 9. - Pedestrian crossing - markings with ADA compliant concrete ramps; 10. Irrigation :system in public right -of -way with own water meter, electronic controller, etc., - to be conveyed -to the City; 11. Construction of new one- wayshared entry.drive to yard.anl City's public works yard. 'Board will grant a permanent access easement to City, via the Page 3 of 1..2 Board Easement, for access purposes: -The City shall have the opportunity to seek and obtain permission to convert the one -way shared entry- drive into a two- way drive by obtaining approval from relevant authorities (ie: Miami -Dade County Public Works - Traffic Division). 'The Board further agreesto fully cooperate with the :City in facilitating and 'obtaining such permission from all relevant authorities; and '12. New landscaping in adjacent public right -of -way :as' permitted construction drawings. ARTICLE V EASEMENT AND CONVEYANCE -OF LAND Both :parties hereby agree that .it is in the best interest of. each, party 'to .provide -the necessary . Easements, as set forth in subsections (a) and (b) below, necessary for the Board to complete the Project and allow City access to its property through a portion of the School's property, such Easements to be , in a form with terms and conditions satisfactory to and approved by the City and Board, and their respective attorneys. .Through -the approval and execution of this Agreement, both parties agree - to use best efforts to cause the Easements to be approved. and subsequently executed via the recordation of appropriate documents;- provided that if `the parties cannot . to the. - terms of conditions for - the respective Easement forms, then this, Agreement shall automatically terminate without liability to either. arty, and each party shall -be responsible for its own costs. In the event that the Board has commenced construction on the City Easement area - at time of such 'termination, then ..the - Board shall be solely responsible for any.costs and /or other liability incurred as a result of,same. - The Board shall further be responsible for restoring the City .Easement area to its original condition as it existed prior to ,the Commencement ;Date of this Agreement: a. . :Board Easement 1. The .Board shall grant :a - permanent access easement to the City's public works °property the School's =property; and 2.. The -Board shall grant a permanent easement -for access to the Cit_y' water and -sewer system located within the School's property. ,b. City :Easement 1. The .-City shall grant -the Board an easement along Dade Boulevard, of approximately 5:5 feet in width and the, entire length of the - bus -drop -off lane, necessary to .complete the construction of the proposed :bus drop-off area. Additionally, both parties agree to - .use best efforts - to cause the resolution of -existing discrepancies /errors - encountered -in land surveys. Since time is of the - essence, the respective execution of 'the City and :Board Easements shall not delay the 'Board's- commencement of work in - the City Easement area, subject to and conditioned upon, the :Board'.s compliance with - the - provisions in Article I hereto. 'Page :4 -of 12 ARTICLE VI MAINTENANCE Throughout the term of -this Agreement, and through the'life of the Easements, each party shall be responsible for all - repairs, maintenance and upkeep within its respective Easement area,; shall immediately remove any refuse or debris said Easement area; and shall otherwise keep said Easement area in .a safe, clean .and working condition. Each party shall - keep its respective Easement area free and clear of .any vehicles or equipment when it is not in .use of the ,Easement area. Each party also agrees to repair any damage to - the other party's Easement area resulting from its. negligence, or, the negligence of its agents, representatives or employees. The City further agrees to maintain the irrigation system(s) within the rights of way along Prairie Avenue and Dade Boulevard, provided such system, has-been constructed and completed by the Board, as per the permitted plans and specifications;, accepted by the City -in writing; and, if accepted, .conveyed by Board - to - the City. ARTICLE VII INDEMNIFICATION Subject to and to the extent of the - .limitations included within Section 768.28, Florida Statutes, .the City covenants and agrees it shall indemnify, hold harmless and defend - . the Board, from and against any :and all claims, =suits, actions, damages or causes of actions arising from or '.in connection with the City's use and occupancy of :the -Board Easement, for any personal injury,1oss.of life or damage to property - sustained in or about said Easement area. This provision - survives - the expiration of Agreement,.and shall be in effect -as long .as the Board :Easement is in :effect. ?Subject to and to the extent - of - the limitations included within Section 768.2&, 'Florida - Statutes, the Board covenants -and agrees °.that - it shall indemnify, hold harmless and defend the City, from and against any and.all.claims, suits, actions, damages or causes of actions arising from or in connection with the Board .use and occupancy. of `the City Easement , for any - personal injury, loss of life or damage to property sustained in the Easement area. This - survives the expiration of Agreement, and shall be in'. effect as long as the City :Easement is in effect. ARTICLE VIII ASSIGNMENT The City not assign, transfer, or sublet the Board Easement or any part:thereof or permit said Easement area Ao -be .occupied by other persons,. - firms, corporations, or governmental units without:the 'Board's prior written consent. The Board shall not .assign, transfer, or sublet the City _Easement or any part thereof or permit said Easement area - to be occupied by other - persons, firms, .corporations, or governmental units without the City's prior written consent. Page .5 of '1:2 ARTICLE IX CANCELLATION AND DEFAULT T:his,Agreement may be cancelled by either party., for cause, with ninety (90) days advance written notice to either party. However, either party shall have the opportunity tb the violation within ninety (90) days and once the cause is'cured, prevent the cancellation -of the Agreement. The parties may mutually agree to an extension of said cure, period. 'Nevertheless, both the City and Board shall have the - right to cancel this Agreement without cause and for convenience, if mutually agreed by.both parties, without penalty, upon sixty (60) days written notice. ARTICLE X NO'LIABILITY-FOR PERSONAL PROPERTY The City agrees to insure or self'insure its.interests in personal property within the Board Easement to the extent - it deems necessary or appropriate and hereby waives all rights to recovery for Foss -or damage - by any means and waives all rights to recovery for:loss'or damage to such ,property by any cause whatsoever. The City hereby waives all rights of subrogation against the :Board under any policy or policies it may 'carry, nor on property placed or moved on the Easement area. The Board :agrees to insure or self insure- its interests in personal property within. the City Easement to the extent it deems necessary or appropriate -and hereby waives all rights to -recovery for loss or:damage by any means - and waives all rights to recovery for loss or damage to such property any.cause whatsoever. The Board hereby waives.all.rights,of subrogation against the City. under any policy or policies it may carry, or on property placed -or moved on the Easement .area. ARTICLE XI LIABILITY FOR DAMAGE OR INJURY The , Board shall not be liable for any damage or injury which may be sustained ,by the City or any :persons on the Board Easement other than damage or injury resulting from the negligence, trespass or improper conduct on 'the :part of the 'Boar-d, its agents, representatives or employees. The City shall not.be liable for any damage injury which may be sustained - by the City or any :persons on the City -Easement, other.than damage or injury resulting from the - negligence. trespass or improper conduct on the part of the City, its agents, representatives or employees. Page 6 - of 1'2 ARTICLE XI RIGHT OF ENTRY Either party ; or any of its agents, shall have the right - to .enter the other party's -Easement area to examine the same, provided however, that such entry does not "in anyway interfere With the other party's use of its Easement area. ARTICLE XI I I NOTICE AND GENERAL CONDITIONS All notices or other_ communications) which shall or may 'be given pursuant to this Agreement shall be in.writing and shall -be delivered by personal service or - certified mail addressed to the parties at their respective addresses indicated below., or as the same be changed in writing from time to .time. Such notice shall be deemed given on the day on Which personally served, or if 'by mail, on the date of actual receipt. To -the Board: The School :Board .of Miami -Dade County, Florida c/o -Superintendent of Schools 1- 450:N. E. Second Avenue, Room 91:2 Miami, Florida 33132 With a copy to: Miami- Dade .-County Public Schools Facilities Planning Attention: Administrative Director 1450 N. E. Second Avenue, Room 525 Miami, Florida 33132 To the City.: Public Works Director City of Miami Beach, 4th F oor 1700 Convention Center :Drive Miami:Beach, -Florida '33139 Title and Paragraph headings are for convenient reference and are not intended to confer any rights or obligations upon the parties to this Agreement. For purposes of this Agreement, - the. Superintendent of - Schools shall be 'the party designated by the Board to grant or deny all approvals required by this Agreement, or - to cancel this Agreement =as provided for herein. - ARTICLE XIV - .DAMAGE OR DESTRUCTION In the �ev.ent the .Board ,Easement area . should be destroyed or so damaged by fire, windstorm or other casualty to the - extent the 'Easement area is rendered unfit for the Page '7 of 12 purposes of the .City, the City at its sole cost and expense, .shall cause the Board Easement area to be repaired and placed in a safe and useable condition within ninety (90) days from the date of said damage., or other reasonable period of time as mutually agreed to by - the parties, including immediately repairing or replacing any fencing erected or,. installed on the Easement area. t In event the City.Easement area should be destroyed or so damaged by fire, windstorm or other casualty to the extent the Easement.area .is rendered unfit for the purposes of the Board, the :Board at its sole cost and expense, shall cause the City Easement area to be repaired and placed in - a safe and useable condition within ninety (90) days from the date of. said damage,. or other reasonable period of time as mutually agreed - to by the .parties, 'including immediately .repairing or replacing the bus drop -off area and for any other improvements or structures, if any, erected or on the Easement area.. ARTICLE XV NONDISCRIMINATION Both parties agree that there will - be no discrimination against any person based upon race, color, sex, *religious creed., ancestry, national origin, mental, sexual orientation, or physical handicap, in the use of the - Easement areas and the :improvements :located thereon. It is expressly understood that upon a determination `by a court of competent jurisdiction that discrimination'has occurred, the Easements ,ma revoked without -any action on the part of the other party, .effective the date of the - Court.Order. ARTICLE XVI CONDITIONS OF EASEMENT AREA .Each party agrees to :accept .the'Easement area granted to it by the other party in the condition it is in as of date of conveyance by the other party. .Each .party shall maintain and when disturbed restore:its respective Easement area to the same -or better condition as on the date of conveyance of same by the other party and as may be required to comply with all applicable laws, and -shall perform all such tasks and shall replace, remove and /or repair all such items from or , within 'the respective Easement area as may be required to accomplish the foregoing. ARTICLE XVII PEACEFUL -POSSESSION Subject to the conditions, and covenants -of this Agreement, each ::party agree that the other -shall and may peaceably - have, hold and enjoy Easement area - granted to it by the other party, without - hindrance or molestation by the .other party. 12 Page 8 of ARTICLE XVIII SUCCESSORS AND ASSIGNS This Agreement. shall extend to - and :be binding upon the parties herein, their heirs, executors, legal representatives, successors and assigns. ARTICLE XIX COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS All parties hereby agree that they shall comply with all .applicable Federal, State, Miami Dade, -and .City'laws, ordinances and codes, including the Americans with - Disabilities Act, as they apply to this Agreement. ARTICLE XX GOVERNING LAW AND EXCLUSIVE VENUE This Agreement shall be governed by, and construed in accordance with,,the laws -of the State of - Florida, both substantive -and remedial, without regard to :principles of conflict of. laws. The exclusive venue for any litigation - arising out of this Agreement shall be Miami -Dade County, Florida, if in state court, and the U.S'. District Court, Southern District of Florida, if in federal court. BY.ENTERI'NG INTO THIS AGREEMENT,_ BOARD AND CITY EXPRESSLY WAIVE ANY RIGHTS :EITHER PARTY MAY HAVE TO ATRIAL -BY JURY OF ANY CIVIL LITIGATION RELATED TO-.., OR ARISING OUT OF, THIS AGREEMENT. ARTICLE XXI SEVERABILITY In the event any paragra clause -or sentence of this -Agreement or any future amendment is declared invalid a court of competent jurisdiction, such paragraph, clause - or .sentence shall be stricken from the subject Agreement and -the balance of the Agreement shall not be affected - by the deletion thereof, provided to do so would not - render interpretation of the Agreement -provisions .ambi a nullity. ARTICLE XXII WAIVER ;No waiver of any provision hereof shall be deemed to have been made .unless such waiver be in writing - and signed by the City and /or the Board. The failure of either party to insist upon strict performance of any of the provisions or.conditions of this Agreement shall not be construed as waiving or relinquishing in-the future any such covenants or conditions but the same shall continue and remain in full force and effect. Page -9.of 12 ARTICLE XXlli ENTIRE AGREEMENT This Agreement and its Exhibits represent the -entire agreement between the parties. IN WITNESS WHEREOF, the City and Board have caused this Agreement10 be executed by their respective and duly authorized officers the day and . year first hereinabove written. CITY: BOARD: CITY OF MIAMI BEACH, FLORIDA THE SCHOOL BOARD OF MIAMI -DADE COUNTY, - FLORIDA By: By: _. v Ma ti Herrera BowerALberto M. Carvalho Mayor Superintendent of Schools ATTEST: ATTEST: _qy: By: Robert Parcher, City - ,Clerk -Si Print Name `Title APPROVED AS TO FORMcr f � Sch of 'Board FAcmg r\$ALL\BOB\l nterlocalAg reementC MB- MDSchool Board Rev3-1 2-07.doc APPROVED AS TQ FORM &:LANGUAGE &FOR ELUTION. Page 10 of. 12 .. 40 i A ttorr a F ai r Exhibit ,,A„ Legal Descriptions Attached (by reference) are civil engineering paving and grading drawings (C -101, C -201., C- 301,. and C -312) as prepared by Tylin International /H.J. - Ross Civil Engineers and dated 7/19/05.. These drawings depict the easement of lands to be recorded. Page 11 of 12 Exhibit "B" Scope of Work f The following drawings (EX -B -1 thru EX -B -2) as prepared by Zyscovich Architects and dated - 2/21/07, - depict in general the work to -be done , along- Prairie Avenue .and :Dade - Boulevard. The:Board, when applying fora City .building permit, will submit the actual final construction documents for same.. 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In S j m p P0. � 2 � 2 r r � n.o A m D Ej 8 O I( T D m if Z ® O • 'I IT1 EXHIBIT B _ 2/21/07 'RESOLUTION NO. 2007- 26478 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI :BEACH, FLORI ®A, APPROVING AND AUTHORIZING THE _.MAYOR AND CITY CLERK TO EXECUTE AN INTERLOCAL AGREEMENT :BETWEEN 'THE CITY OF. MIAMI 'BEACH AND THE SCHOOL BOARD OF MIAMI. DADE COUNTY, FLORIDA; PROVIDING FOR 'THE 'SCHOOL BOARD'S -CONSTRUCTION OF CERTAIN IMPROVEMENTS ON THE CITY'S RIGHT-OF-WAY, RELATIVE TO A - PARENT AND BUS DROP -OFF AREA ALONG PORTIONS OF PRAIRIE AVENUE. AND - DADS BOULEVARD ADJACENT TO MIAMI BEACH - SENIOR - HIGH 'SCHOOL; 'FURTHER AUTHORIZING 'THE - MAYOR AND CITY CLERK TO EXECUTE AN EASEMENT FOR THE SCHOOL BOARD (THE CITY _EASEMENT) FOR THE ABOVE .STATED PURPOSES, SUBJECT TO APPROVAL OF . THE - .FINAL FORM BY THE ADMINISTRATION AND . THE CITY ATTORNEY'S OFFICE: 'WHEREAS, The School Board of Miami -Dade County (the Board.) is the owner of .certain land and facilities located in the City of Miami Beach, Florida; and known as Miami 'Beach :Senior 'High School (the School); and WHEREAS, the Board is in: the :process of constructing a replacement School on existing School land (the "Project "); and WHEREAS; in order to .complete the Project, the .'Board desires to make certain improvements within - the public right -of -way adjacent to the School, along; portions .of Prairie Avenue and Dade Boulevard; and h WHEREAS, the Board will provide the necessary utility easements for the existing water and sewer lines that presently transverse the 'School; and WHEREAS, in consideration for making .certain improvements, the City agrees to .grant the Board a permanent .easement (the City Easement) for .a portion of the City controlled right -of -way necessary ' for the Board 'to construct, operate :and maintain. the .parent and :bus .drop -off area along :Dade :Boulevard (with the final form for same to be approved by the Administration and the Board); , and WHEREAS, 'in .consideration for the City 'Easement, the Board .agrees to grant '.a :permanent access easement to the City across a portion of the _School's property, to facilitate access toahe adjacent City owned land (the Board Easement); and . WHEREAS, 'accordingly the City and :the Board have negotiated the attached Interlocal Agreement, memorializing the parties' respective rights and obligations with respect to the :aforestated right --of -way improvements. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH,'FLORIDA, that the Mayor and City Commission hereby approve and authorize the Mayor and City Clerk execute .an Interlocal Agreement between the City of Miami Beach and The 'School - -Board of Miami -Dade County, Florida, providing forThe School Board's construction of certain improvements on the. City's right -of -way, relative to .a parent .and bus-drop-off area along portions of Prairie Avenue - and Dade Boulevard adjacent to Miami 'Beach Senior High School; further authorizing the 'Mayor and City Clerk to execute an Easement for The School .Board (the City Easement) - for - the above stated purposes, subject to approval of the final form by -the Administration and the City Attorney's Office. PASSED and ADOPTED this .14-t day of March , 2007. ATTEST: CI Y CLERK Michael Gongora Robett _Parches Vice-.Ma yor F: \cmgr\$ ALL\ BOB\ InterlocalAgreementCMB- MDSchoolBdrreso.doc APPROVED AS'TO FORWI ` &:LANGUAGE FOIE CUTION . - t3 AtUxn -gate