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HomeMy WebLinkAboutAgreement_General_5/16/2019_Nature ConservancyHOLD HARMLESS, INDEMNITY AND LIABILITY AGREEMENT THIS AGREEMENT made this 16 day of May, 2019 between the Village of Tequesta, a municipal corporation with offices located at 345 Tequesta Drive, Tequesta, Florida 33469, herein referred to as the VILLAGE, and The Nature Conservanc7y, Inc., herein referred to as NATURE CONSERVANCY. WHEREAS, NATURE CONSERVANCY desires to utilize portions of the parking lot within the VILLAGE'S Tequesta Park for off-site parking and shuttle service for participants of the NATURE CONSERVANCY'S "Blowing Rocks BioBlitz" to be held on May 18, 2019. Use of said Tequesta Park parking lot will begin no earlier than 7:00 am and will conclude no later than 4:00 pm on Saturday, May 18, 2019. A maximum of 60 parking spaces shall be made available for the NATURE CONSERVANCY by the VILLAGE. The parking spaces to be utilized shall be as depicted on Exhibit "A" attached hereto. In the event that that the NATURE CONSERVANCY utilizes a shuttle service to provide transportation between Tequesta Park and the Blowing Rocks Preserve, the travel route within Tequesta park for such shuttle service vehicle(s) shall be as depicted on Exhibit "A" attached hereto. Any such shuttle service use shall be arranged between the NATURE CONSERVANCY and the shuttle service. The VILLAGE shall have no involvement, liability or control over such shuttle service, other than to designate the travel route for shuttle service vehicles as stated above. The NATURE CONSERVANCY shall ensure that any such shuttle service is fully insured and to the extent that the shuttle service vehicles access Tequesta Park facilities, shall have the Village of Tequesta named as an additional insured on all applicable policies of liability insurance; and WHEREAS, the VILLAGE will agree to allow such access to, and use of Tequesta Park parking facilities in accordance with the terms and conditions as stated herein. NOW THEREFORE, in consideration of the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the NATURE CONSERVANCY agrees to release, waive, and discharge the VILLAGE, including the VILLAGE'S officers, employees and agents; and covenants not to take any action in law or equity against the VILLAGE, including the VILLAGE'S officers, employees and agents, regarding access to and use of the Tequesta Park parking facility. Further, NATURE CONSERVANCY hereby agrees to and in fact does indemnify and hold harmless the VILLAGE, including the VILLAGE'S officers, employees and agents, from any and all liability for any loss or damage to property, and for any personal injury or death, and for any claims for same which may be made by the NATURE CONSERVANCY or by any third party, that may arise directly or indirectly out of the NATURE CONSERVANCY'S access to and use of the Tequesta Park parking facility as stated herein, or that may arise directly or indirectly from the intentional or negligent actions of the NATURE CONSERVANCY or any of its invitees, guests or participants who park in the Tequesta Park parking facility or utilize any NATURE CONSERVANCY shuttle service to attend the NATURE CONSERVANCY'S "Blowing Rocks BioBlitz" to be held on May 18, 2019. This Agreement may be executed in multiple original copies, each of which shall be considered an original document. IN WITNESS WHEREOF, the parties have executed this agreement the day and year first above written. //Vc O&A r1EFD: ATTEST: 4 1951 ly, Lori McWilFi, Village Clerk THE NATURE CONSERVANCY Lisa Romero Director of Finance and Operations, TNC Florida PUBLIC RECORDS. In accordance with Sec. 119.0701, Florida Statutes, CONTRACTOR must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described in the Proposal or Bid. Upon request from the Village's custodian of public records, CONTRACTOR must provide the Village with copies of requested records, or allow such records to be inspected or copied, within a reasonable time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A CONTRACTOR who fails to provide the public records to the Village, or fails to make them available for inspection or copying, within a reasonable time may be subject to attorney's fees and costs pursuant to Sec. 119.0701, Florida Statutes, and other penalties under Sec. 119.10, Florida Statutes. Further, CONTRACTOR shall ensure that any exempt or confidential records associated with this Agreement or associated with the performance of the work described in the Proposal or Bid are not disclosed except as authorized by law for the duration of the Agreement term, and following completion of the Agreement if the CONTRACTOR does not transfer the records to the Village. Finally, upon completion of the Agreement, CONTRACTOR shall transfer, at no cost to the Village, all public records in possession of the CONTRACTOR, or keep and maintain public records required by the Village. If the CONTRACTOR transfers all public records to the Village upon completion of the Agreement, the CONTRACTOR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the CONTRACTOR keeps and maintains public records upon completion of the Agreement, the CONTRACTOR shall meet all applicable requirements for retaining public records. Records that are stored electronically must be provided to the VILLAGE, upon request from the Village's custodian of public records, in a format that is compatible with the Village's information technology systems. IF CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE, AT (561) 768-0685P OR AT Imcwilliams@teguesta.org, OR AT 345 TEQUESTA DRIVEY TEQUESTA, FLORIDA 33469. Palm Beach County Inspector General Pursuant to Article XII of the Palm Beach County Charter, the Office of the Inspector General has jurisdiction to investigate municipal matters, review and audit municipal contracts and other transactions, and make reports and recommendations to municipal governing bodies based on such audits, reviews, or investigations. All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions, authority, and power. The inspector general has the power to take sworn statements, require the production of records, and to audit, monitor, investigate and inspect the activities of the Village, as well as contractors and lobbyists of the Village in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement, misconduct, and abuses.