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Home My Public Portal About1994 Indemnification.tifACCL. DttND latcaTioA THIS ACCESS AND INDEMNIFICATION AGREEMENT (the 'Agreement"), is made and entered into this L4 day of :14-4E...- , 1994, by and among the VILLAGE OP KEY BISCAYNE, a municipal corporation created pursuant to the Conatitution of the State of Florida and the Home Rule Charter of Metropolitan Dade County (the "village') and VSLF II KEY BISCAYNE HOTEL CORP., an Illinois corporation ("VSLF II" hereinafter referred to as the "Owner"). W I T N E S S E T. S s hca 4-" •1z 40 NA>10 WHEREAS, the Owner ie--there :- a portion of that certain real property located within the Village commonly known as Key Biscayne Hotel, and Villas property (said portion hereinafter referred to as the "Property); WHEREAS, the village has requested that the Owner allow they Village to use the Property to stage a Fourth of July firework& display; WHEREAS, the Village has contracted with Fireworks by Orucci, Inc., (the "Contractor") to perform the fireworks display; WHEREAS, the Owner is willing to allow the Village and the Contractor to stage the fireworks display from the Property, conditioned upon; (a) the Village indemnifying and holding the Owner harmlesa of and from, any and all liability, claims and damage* that may arise as a 'vault of use of the Property, (b) the Village providing the Owner with certificates of insurance covering the Village and the Contraotor for liability related thereto, and (c) the Village providing safety precautions to help avoid injury to pereon(s) or property as a result of the fireworks display; and WHEREAS, the Village is willing to indemnify the Owner as hereinafter set forth and to provide insurance and safety precautions as hereinafter set forth. NOW, THEREFORE, for the sum of Ten ($10) Dollars and other good and valuable consideration, the receipt and sufficiency of which .is hereby acknowledged, the parties agree as follows; 1. The recitals contained herein are true and correct. 2. The Village may enter upon and use that portion of the Property which is the northerly one-half of the Ocean Front for the preparation, staging and production of the fireworks display to be carried out by Contractor on July 4, 1993 or July 5, 1994 (rain date). Access to the Property shall be limited to the Contractor's employees reasonably required to perform the fireworka display from the Property, police and fire personnel, private security forces, and ouch Village personnel as reasonably required for the Village to carry out the terms of this Agreement and/or supervise the Contractor. Access shall be allowed commencing July 2, 1994 and ending on July 7, 1994. 3. The village agrees to return the Property to the Owner in the some condition as the Property existed prior to the Village and the Contractor gaining access, including but not limited to, the removal of all debris, refuse and other items which may litter the Property as a result of the fireworks display, the public audience= and/or the use of the Property by the Contractor for staging the fireworka display. 4. The Village shall provide sufficient security to insure that members of the general public do not enter upon the Property prior to, during or after the fireworks display. Security may be provided by private or public security or police. The Village shall deny the public access to the Property and the beach areas abutting the Property between the Property and the Atlantic' Ocean. 5. The Village does hereby agree to indemnify and hold the Owner (including respective officers, directors, partners, -shareholders, agents and employees•) harmless of and from any and all claims, damages, liabilities, lawsuits or other actions which may be brought against Owner (including respective officers, directors, partners, shareholders, agents and employees) in connection with, or resulting from, the Village and/or Contractor's use of the Property for the fireworks display or the public's entering onto the Property and to defend them from such claims. This indemnity shall include, but not be limited to, claims for personal injury, property damage and any and all other claims or damages relating to said fireworko_diaplay whether resulting from the Village's and Contractor's use of the Owner's Property or from actions of the public audience. occurring during the period of time the Contractor and/or Village hae use of and access to the Property. In addition, this indemnity, hold harmless and defense agreement shall include all attorneys' fees and coats incurred by the Owner in the defense of any such claim* whether incurred prior to or during litigation and shall cover the legal costs in all proceedings including but not limited to trial, appellate, bankruptcy or administrative proceedings. 6. The Village does hereby waive any claims that the Village may have against the Owner as a result of injury to -2- ...•••� r.u.m. NVU Vtl.i. TE1, rU:3U-361-0292 M261 PO4 persona or property relating to the fireworks display and the use of Owner's Property therefor, including but not limited to, the rights of the Village to subrogation, contribution, or to claim contributory negligence. Owner shall have no liability to the Village for any claims or damages caused by Owner (their respective officers, directors, partners, shareholders, agents and employees) relating to the Property or the fireworks display, except for gross negligence or willful misconduct of Owner. 7. The Village has provided the Owner with a certificate of coverage naming Owner as "Certificate Holder`. The certificate certifies that the Village is insured in an amount up to Five Million Dollars ($5,000,000) combined single limit per occurrence. The village agrees that to the extent authorized under Florida Statute 768.28(5), the Village will settle any claim or judgment -rendered against it, if said claims are claims for which the Village has indemnified the Owner hereunder. The settlement obligation shall be limited to the maximum amount and insurance of the Village relating thereto, i.e., $5,000,000. The Village agrees to keep in full force and effect the insuranCe referenced in the Certificate of Coverage as relates to the Owner and agrees to cause the Contractor to deliver to the Owner, a certificate of insurance naming Owner as the Certificate Holders and as additional insured under the Contractor's liability insurance policy with limits of liability not less than $3,000,000. 8. in the event it should become necessary for either of the parties hereto to employ counsel to enforce the provisions of this .Agreement, the prevailing party in any litigation or proceeding shall be entitled to reimbursement for attorneyv' fees and costs relating thereto including, but not limited to, attorneys' fees in trial, appellate, bankruptcy, administrative or other proceedings. 9. Thia Agreement shall be governed by the internal laws of the State of Florida without giving effect to conflicts of law rules. 10. The Village represents and warrants to the Owner that the Village has the authority to enter into this agreement, and that once executed by the Village Manager, this Agreement is valid and binding against the Village in accordance with its terms. il. This Agreement may be executed in several counterparts, all or any of which nay be treated for all purposes as at original and shall constitute and be one and the same instrument. -3- .� •. • . 7t:1420.:; 94 11 s 42 I D: K8 HOTEL AND 'ALIAS TEL NO; 385—%1-0292 11261 P05 IN WITNESS WHEREOF, the parties hereto have caua.d this instrument to be executed by their respective officials as of the day and year first above written. Witnesses', 464# gl,k1441 Name; fa,-i % i* ife4,0Adie 10110227 -4- VILLAGE OF KEY f!SCAYNE Byt Name: SliWei- sCigitGLke. Titles Village Manager Address: $5 44 Hea1.4 Key Owe (CORPORATE SEAL) VSLF II REY BISCAYNE HOTEL CORP., an Illinois corporation N 2� 8s Titles vj L i1„) r' 0. Ad ees s_ISC S. C4-) AC Ef 1(Z to I ZZ &0 (CORPORATE BEAL )