HomeMy WebLinkAboutBack-Up DocumentsBRICKELL FIRE HOUSE (fka CAMBRIA BRICKELL), ID# 22439a
AGREEMENT
FOR
WATER AND SANITARY SEWER FACILITIES
BETWEEN
MIAMI-DADE COUNTY
191 SW 12 OWNER LLC
This instrument prepared by:
Douglas Pile, Esq.
New Business Section
Miami -Dade Water and Sewer Department
3575 S. LeJeune Road
Miami, Florida 33146-2221
BRICKELL FIRE HOUSE (fka CAMBRIA BRICKELL), ID# 22439a
THIS AGREEMENT, made and entered into at Miami -Dade County, Florida,
this day of , 2021 by and between
Miami -Dade County, a political subdivision of the State of Florida, hereinafter designated
as the "COUNTY", whose mailing address is: c/o Miami -Dade Water and Sewer
Department, P.O. Box 330316, Miami, Florida 33233-0316, and 191 SW 12 OWNER LLC,
a Delaware limited liability company , hereinafter designated as the "DEVELOPER",
whose mailing address is: 104 5th Avenue, 9th Floor, New York, New York 10011.
WITNESSETH:
WHEREAS, the DEVELOPER desires water and sewer service to be rendered to
property to be conveyed to the DEVELOPER, and
WHEREAS, the Miami -Dade Water and Sewer Department, hereinafter
designated as the "DEPARTMENT", operates the water and sewer systems owned by the
COUNTY.
NOW, THEREFORE, in consideration of the mutual covenants entered into
between the parties hereto to be made and performed and in consideration of the benefits
to accrue to each of the respective parties, it is covenanted and agreed to as follows:
1. DEVELOPER'S PROPERTY. The DEVELOPER owns a certain tract of
land, and the City of Miami owns a certain tract of land in Miami -Dade County, Florida,
which is to be conveyed to the DEVELOPER under a PUBLIC BENEFIT AGREEMENT
REGARDING CONSTRUCTION OF THE NEW FIRE HOUSE NO.4, dated April 13, 2020,
which is legally described in Exhibit "A" attached hereto and made a part hereof,
hereinafter sometimes described as the "DEVELOPER'S property". The DEVELOPER
has requested that the DEPARTMENT render water and sewer service to the
DEVELOPER'S property and the COUNTY agrees to do so subject to the terms,
covenants and conditions contained herein.
2. WAIVER. No delay or failure to exercise a right under this Agreement or
any other Agreement shall impair or shall be construed to be a waiver thereof. No waiver
or indulgence of any breach of this Agreement or series of breaches shall be deemed or
construed as a waiver of any other breach of same or as voiding or altering any other
obligation of the parties under this Agreement or any other Agreement. No order or
directive given by the COUNTY or its agents shall be considered as waiving any portion of
this Agreement unless done in writing by a person having actual authority to grant such
waiver.
3. DEVELOPER ACKNOWLEDGMENT. The DEVELOPERhereby
acknowledges and agrees that any right to connect the DEVELOPER'S property to the
COUNTY'S sewage system is subject to the terms, covenants and conditions set forth in
court orders, judgments, consent orders, consent decrees and the like entered into
between the COUNTY and the United States, the State of Florida and/or any other
governmental entity, including but not limited to, the Consent Decree entered on April 9,
2014, in the United States of America, State of Florida and State of Florida Department of
Environmental Protection v. Miami -Dade County, Case No. 1:12-cv-24400-FAM, as well as
all other current, subsequent or future enforcement and regulatory actions and
proceedings.
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4. PROVISION OF SERVICE AND CONNECTION CHARGES. The COUNTY
will provide an adequate domestic water supply for the DEVELOPER'S property and will
receive and dispose of sanitary sewage from the DEVELOPER'S property. The
DEVELOPER shall pay water and sewer connection charges for all those units to be
constructed on the DEVELOPER'S property subject to the limitations specified herein.
The DEVELOPER acknowledges that, to the extent that water or sewer service will
ultimately be rendered to the DEVELOPER'S property by a volume customer, the
DEVELOPER is a new retail user provided water or sewer service from a volume
customer, and acknowledges that it is responsible for payment of connection charges;
however, in the event that water or sewer service is provided directly by the COUNTY, the
DEVELOPER acknowledges that it is a new retail customer of the COUNTYand
accordingly also liable for payment of connection charges. The DEVELOPER may be
considered both a new retail customer and a new retail user provided service by a volume
customer in the event that the COUNTY provides water service to the DEVELOPER'S
property and a volume customer provides sewer service, or vice -versa. The connection
charges are based on the average daily gallons for the various building units and/or use as
shown on Exhibit "B" attached hereto and made a part hereof, and as revised by the
COUNTY from time to time, multiplied by the applicable rates established by the COUNTY.
The DEVELOPER intends to construct and connect to the COUNTY'S water and sewer
systems one thousand one hundred ninety-five (1,195) apartments, one thousand four
hundred seventeen (1,417) square feet of fast food restaurant, twenty-three thousand
three hundred twelve (23,312) square feet of full service restaurant, two hundred (200)
hotel rooms, one hundred sixty-five thousand (165,000) square feet of office, eighty-six
thousand one hundred fifty-one (86,151) square feet of spa, five thousand one hundred
twenty (5,120) square feet of banquet hall, thirteen thousand six hundred seventy-three
(13,673) square feet of fitness center, and thirty-two thousand (32,000) square feet of fire
station, replacing ten thousand four hundred thirty-nine (10,439) square feet of fire station,
twelve (12) apartments, and with a credit for one thousand six hundred twenty (1,620)
gallons per Verification Form #201655969 and Invoice #20189. Therefore, the agreed
total average daily gallonage increase is two hundred seven thousand eight hundred
eighteen (207,818) gallons, resulting in combined water and sewer connection charges in
the amount of one million four hundred fifty-two thousand six hundred forty-seven dollars
and eighty-two cents ($1,452,647.82). However, water and sewer connection charges
shall be calculated at the rates in effect at the time of actual connection to the COUNTY'S
water and sewer systems. The DEPARTMENT'S current connection charge rates are one
dollar and thirty-nine cents ($1.39) and five dollars and sixty cents ($5.60) per gallon per
day for water and sewer, respectively. The water and sewer connection charge rates are
subject to revision by the Board of County Commissioners at any time. The DEVELOPER
shall pay fees and/or charges specified herein at the time of issuance of Verifications
Form(s). The DEPARTMENT shall not, under any circumstances, render water and/or
sewer service to the DEVELOPER'S property until such time as the fees and/or charges
specified herein have been paid in full.
5. OTHER USES ON THE PROPERTY. If the DEVELOPERconstructs
buildings other than those outlined in paragraph 4 above, or otherwise changes the use of
structures built such that paragraph 4 is no longer an accurate description of the uses at
the DEVELOPER'S property, the COUNTY shall determine if additional capacity is
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needed, as calculated using Exhibit "B" attached hereto and as revised by the COUNTY
from time to time. If additional capacity is required, connection charges, computed at
prevailing rates, capacity allocation, if available, and construction connection charges, if
any, shall be required to be paid by the DEVELOPER. If requested by the
DEPARTMENT, the DEVELOPER shall provide the COUNTY a list of all tenants and
building units and/or use prior to the installation of any water meters and/or rendition of
sewer service by the COUNTY for the DEVE LOP ER'Sproperty.
6. POINTS OF CONNECTION. The DEPARTMENT shall provide points of
connection to the DEVELOPER based on the project as specified in the Agreement. The
DEVELOPER shall provide plans for the DEPARTMENT'S review based on the points of
connection. Points of connection shall not be changed without prior approval by the
DEPARTMENT.
7. BRICKELL BASIN II SEWER CONSTRUCTION CONNECTION CHARGES.
The COUNTY hereby represents and the DEVELOPER acknowledges that the gravity
sewer basin that will serve the DEVELOPER'S property, at the present time may not meet
COUNTY criteria for conveying additional flows, including those of the proposed
development within the DEVELOPER'S property as specified in paragraphs 4 and 5
hereinabove. The COUNTY intends to construct the necessary improvements, and has
adopted a special connection charge to pay for the construction of necessary
improvements in accordance with COUNTY Ordinance No. 12-36. The DEVELOPER
acknowledges and agrees that it shall pay to the COUNTY said special connection charge
in the amount of three dollars and ninety cents ($3.90) per average daily gallon, for any
new or increased sewer service for the DEVELOPER'S property as specified in
paragraphs 4 and 5 hereinabove, resulting in a total special connection charge of eight
hundred ten thousand four hundred ninety dollars and twenty cents ($810,490.20), due
prior to the issuance of a Verification Form. Said payment shall be a condition precedent
to any obligation on the part of the COUNTY to provide service to the property.
Notwithstanding the preceding, nothing contained herein shall obligate the COUNTYto
provide service to the property if said service is in contravention of any consent decree or
order to which the COUNTY is a party, or is in convention of any rule, law or statute. The
DEPARTMENT makes no representations as to the likely date the referenced
improvements will be placed into service, and DEVELOPER shall have no cause of action,
at law or equity, against the COUNTY arising out of the construction of said improvements.
8. DESIGN AND CONSTRUCTION OF FACILITIES. The DEVELOPER at its
own cost and expense shall cause to be designed, constructed and installed all of the
necessary water and/or sewer facilities provided for in this Agreement unless otherwise
specified. The facilities shall include any and all water mains, valves, fittings, fire hydrants,
firelines, service connections, service lines, shutoffs, meter boxes, air release valves,
gravity sewer mains, laterals, manholes, and all appurtenances thereto for a complete
installation. The final design and construction of the facilities shall meet the requirements
set forth in the latest revision of the DEPARTMENT'S "Rules and Regulations" for water
and/or sewer service, shall be in accordance with the latest revision of the
DEPARTMENT'S "Design and Construction Standard Specifications and Details", and
shall be subject to approval by the DEPARTMENT.
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9. INSPECTION. The COUNTY shall have the right but not the obligation to
make engineering inspections of all the construction work performed by the DEVELOPER
under the terms of this Agreement including private facilities not to be conveyed to the
COUNTY. Such inspections shall not be construed to constitute any guarantee on the part
of the COUNTY as to the quality and condition of materials and workmanship. Any
inspections by the DEPARTMENT shall not relieve the DEVELOPER of any responsibility
for proper construction of said facilities in accordance with approved plans and
specifications. Furthermore, any inspections by the DEPARTMENT shall not relieve the
DEVELOPER of responsibility for the quality and condition of materials and workmanship.
10. TESTS. During construction and at the time when various tests are
required, the COUNTY'S engineer or its authorized representative, together with the
DEVELOPER'S engineer and contractor, shall jointly be present to witness tests for
determination of conformance with approved plans and specifications. The DEVELOPER
shall notify the COUNTY a minimum of twenty-four (24) hours in advance of the tests.
11. CONSTRUCTION MEETINGS. The COUNTY reserves the right to
schedule construction meetings with the DEVELOPER'S representatives (Engineer,
Project Manager, Construction Superintendent and others) at a place designated by the
COUNTY with respect to project related matters upon twenty-four (24) hours notice.
12. SUBCONTRACTORS AND CONSULTANTS. The COUNTY reserves the
right, at any time, to bar any subcontractor or consultant employed by the DEVELOPER
from engaging in any sort of work or activity related to this Agreement, if such be in the
interests of the COUNTY. In the event the COUNTY rejects any subcontractor or
consultant, said subcontractor or consultant will immediately cease work on anything
related to this Agreement. The DEVELOPER shall not be entitled to compensation for any
monies previously paid to any subcontractor or consultant if said subcontractor or
consultant is rejected by the COUNTY.
13. COMPLIANCE WITH ALL LAWS. The DEVELOPER, at its own cost and
expense, shall comply with all applicable laws, statutes, rules, and ordinances in carrying
out the activities contemplated herein.
14. APPROVALS AND PERMITS. The DEVELOPER shall be fully responsible
for obtaining all required approvals from all appropriate governmental and regulatory
agencies and all necessary permits for all facilities contemplated in this Agreement.
Notwithstanding anything else contained herein to the contrary, this Agreement shall not
constitute or be interpreted as a waiver of any requirements of any other agency of Miami -
Dade County and/or any requirements of the Code of Miami -Dade County. The
DEVELOPER is responsible for obtaining all permits as may be required for the work
contemplated herein pursuant to the Code of Miami -Dade County.
15. COUNTY AS PERMITTEE. Certain federal, state and county agencies,
including but not limited to the State of Florida Department of Transportation, the South
Florida Water Management District, the U.S. Army Corps of Engineers and the Florida
East Coast Railroad may require that the COUNTY be named as permittee for certain
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construction activities even though the DEVELOPER or the DEVELOPER'S contractor will
actually perform the work. To insure that the COUNTY will incur no costs or liability as a
result of being named permittee on such permits, the DEVELOPER shall provide sufficient
security as acceptable to the COUNTY which shall indemnify and protect the COUNTY
from all claims, actions, judgments, liability, loss, cost and expense, including reasonable
attorney's fees, related to work performed by the DEVELOPER pursuant to such permits.
The security shall be furnished prior to the start of construction and shall be in an amount
equal to the COUNTY'S cost estimate for the permit work. The DEVELOPER shall have
sixty (60) days to resolve any claims by a permittor. Otherwise, the DEPARTMENTshall
be entitled to pay said claims from the security. The DEVELOPER shall be liable for all
costs in excess of the security.
16. WATER SERVICE LINES. Any water service lines two (2) inches or less in
diameter that are required for the DEVELOPER'S property which will be directly
connected to existing mains owned by the COUNTY shall be installed by the
DEVELOPER'S Contractor under supervision of a DEPARTMENTAL Water Distribution
Licensed Operator and Donations Inspector. The DEVELOPER hereby agrees to pay to
the COUNTY its work order charges prior to any such installation.
17. OWNERSHIP OF WATER METER. The COUNTY shall own and install the
required water meter as a part of any water service installation. Ownership by the
COUNTY shall terminate at the outlet side of each water meter. The DEVELOPERshall
pay all applicable installation fees.
18. CONNECTION/FRONTAGE BY OTHERS. Parties other than the
DEVELOPER who own property, other than the DEVELOPER'S property, which has
frontage to any gravity sewer main installed pursuant to this Agreement, may apply to the
COUNTY for connections to said gravity sewer main. If said parties actually connect
and/or abut said facilities, the COUNTY will impose a construction connection charge
equal to thirty-three dollars ($33.00) twelve (12) inch gravity sewer main, and for the
sixteen (16) inch gravity sewer main the rate will also be thirty-three dollars ($33.00) which
is the closest rate available, unless the Board of County Commissioners adopts a
specific rate, and multiplied by the front foot length of the connecting/abutting property
which fronts and/or abuts the gravity sewer main(s), as measured along the route of the
main(s). The COUNTY will also impose construction connection charges on such other
parties if said gravity sewer main(s) is/are required, in accordance with guidelines and
criteria established by the DEPARTMENT, in order to provide adequate service for the
fronting/abutting property. Said construction connection charges will not be required or
collected from other parties for single-family residences occupied or under construction
prior to the date of this Agreement. The COUNTY shall repay said construction
connection charges to the DEVELOPER within ninety (90) days of receipt of same.
However, the COUNTY'S liability for repayment to the DEVELOPER shall be limited to
those amounts actually collected from others. This provision shall remain in effect for a
period of twelve (12) years from the date of the Absolute Bill of Sale for the gravity sewer
main facilities constructed by the DEVELOPER. Per annum simple interest as established
and authorized by Section 687.01, Florida Statutes, will accrue on all construction
connection charges from the date of the Absolute Bill of Sale for the gravity sewer main
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facilities constructed by the DEVELOPER to the date of payment by the
connecting/abutting party. The interest rate used shall be the rate established by Section
687.01, Florida Statutes, at the time of payment by the connecting/abutting party. It shall
be the DEVELOPER'S responsibility to provide the COUNTY with current mailing
addresses during the twelve (12) year period. In accordance with the DEPARTMENT'S
"Schedule of Water and Wastewater Fees and Charges" the DEPARTMENT shall retain a
"Developer Repayment Fee" currently in the amount of 2.5% of the gross repayment
amount established herein. This fee is subject to revision by the Board of County
Commissioners at any time. The fee percentage used will be the current rate at the time
of the payment.
19. WATER MAIN CONSTRUCTION CONNECTION CHARGES. The
DEVELOPER shall pay a water main construction connection charge equal to thirty-five
dollars ($35.00) per front foot of its property which directly abuts a water main which was
installed by other parties (ID# 22633). The length of front footage abutting the twelve (12)
inch water main is hereby agreed to be three hundred (300) feet, resulting in a
construction connection charge in the amount of ten thousand five hundred dollars
($10,500.00). Per annum simple interest as established and authorized by Section
687.01, Florida Statutes, will accrue on the construction connection charge from July 7,
2019, to the date of payment by the DEVELOPER. The interest rate used shall be the
rate established by Section 687.01, Florida Statutes, at the time of payment by the
DEVELOPER. The DEPARTMENT shall not, under any circumstances, render water
and/or sewer service to the DEVELOPER'S property until such time as the construction
connection charge and interest specified herein have been paid in full.
20. TREATMENT AND TRANSMISSION CAPACITY. In addition to the
covenants and conditions set forth herein, water and sewer service to be rendered by the
COUNTY is subject to the following:
a. issuance of a valid operation permit by the State of Florida for the
COUNTY'S sewage treatment facility serving the DEVELOPER'Sproperty
which allows additional connections,
b. sufficient available capacity in the COUNTY'S sewer system and connection
approval, as specified in paragraph 3 herein,
C. available water by the COUNTY.
However, in no event will the COUNTY be obligated to supply any more water or sewage
treatment capacity in any one year than is called for by the building connection schedule
attached hereto and made a part hereof as Exhibit "C". Any variation from said
connection schedule which results in increased yearly demand on the water resources or
sewage treatment facility capacity of the COUNTY not specifically provided for in Exhibit
"C" shall be subject to the written approval and consent of the DEPARTMENT and shall
be dependent on the availability of the water resource and the various restrictions placed
on the supply of water or the disposal of sewage by local, state and federal government
agencies and the physical limitations on the COUNTY'S supply and treatment capacity. If
the DEVELOPER does not utilize the yearly amount of water or sewage treatment facility
allocation specified in Exhibit "C", said amount will be available to the DEVELOPERin
the next calendar year subject to the limitations and provisions specified herein.
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21. ALLOCATION OF CAPACITY. The COUNTY agrees to include the
aforesaid allocation in its regional water supply, production and transmission facilities and
regional sanitary sewer system, once the DEVELOPER is granted necessary sewer
allocation, as specified in paragraph 4 hereinabove. However, it is mutually agreed and
understood by the COUNTY and the DEVELOPER that the allocation of capacity by the
COUNTY does not guarantee the ability of the COUNTY to supply water for the
DEVELOPER'S property or the ability to receive and dispose of sewage originating from
the DEVELOPER'S property. Capacity allocation is subject to local, state and federal
agencies and other regulatory bodies having jurisdiction. In connection therewith, the
DEVELOPER agrees that the COUNTY shall not be liable or in any way responsible for
any costs, claims or losses incurred by the DEVELOPER as a result of actions by
regulatory bodies, which are related to capacity allocation.
22. FACILITIES EASEMENTS. If the facilities contemplated herein or any
portion thereof are installed within private property outside of public right-of-way, the
facilities shall be installed in the center of a twelve (12) foot wide easement for water
facilities and fifteen (15) foot wide easement for sewer facilities. Both require a twenty-five
(25) foot minimum vertical clearance above the finished grade. The DEPARTMENTshall
have twenty-four (24) hour access to the easement for emergency purposes. If the
facilities are not located in platted easements, then easements shall be delivered to the
COUNTY by the DEVELOPER prior to the COUNTY'S installation of a water meter and/or
the rendition of sewer service to the DEVELOPER'S property. The DEVELOPER may not
place any pavers or other structures in an easement area which would prevent the
DEPARTMENT, at its sole discretion, from making full use of the easement, and the
DEVELOPER shall remove same, at the DEVELOPER'S cost, at the direction of the
COUNTY. The DEVELOPER may place pavers or other structures in the easement area
if such pavers or other structures can be removed, with minimal effort by the
DEPARTMENT, in the event that such pavers or other structures need to be removed in
order for the DEPARTMENT to make use of the easement; the DEVELOPER places such
pavers or other structures in the easement area at its own risk, and the DEPARTMENT
shall not be liable for any costs incurred by the DEVELOPER in replacing any such pavers
or other structures removed by the DEPARTMENT.
23. CONVEYANCE OF TITLE. Conveyance of all easements shall be by
separate instruments in recordable form as approved by the COUNTY and shall be
accompanied by a written opinion of title by an attorney licensed to practice law in the
State of Florida, which states that the DEVELOPER or the City of Miami is the owner of
the property interest to be conveyed, subject only to liens, encumbrances and restrictions
as are acceptable to the COUNTY. The opinion shall also state that upon execution by
the DEVELOPER or by the City of Miami, a valid and enforceable easement will be
vested to the COUNTY. The DEVELOPER shall pay for all recording fees and for all
documentary stamps. The details for all conveyances are specified herein. Failure of the
DEVELOPER to provide proper conveyances shall be cause for the COUNTY to refuse to
render service to the DEVELOPER'Sproperty.
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24. DRAWINGS AND CONVEYANCE DOCUMENTS. Following completion of
the water and/or sewer facilities contemplated herein for COUNTY ownership, the
COUNTY shall provide a conveyance package for execution by the DEVELOPER. The
properly executed documents shall be delivered to and accepted by the COUNTY prior to
the rendition of water and/or sewer service by the COUNTY. The DEVELOPER shall pay
for all recording fees and for all documentary stamps. These conveyances shall be
accompanied by copies of paid bills and lien waivers, releases, or satisfactions from all
persons who performed work on the DEVELOPER'S property and all persons who
incorporate materials into the property, together with a breakdown of the actual cost of
said facilities. Concurrently, the DEVELOPER shall furnish the COUNTY with as -built
drawings which meet the requirements set forth in the latest revision of the
DEPARTMENT'S "Rules and Regulations" and shall be in accordance with the latest
revision of the DEPARTMENT'S "Design and Construction Standard Specifications and
Details", and shall be subject to approval by the DEPARTMENT. Approval by the
COUNTY of all required documents and drawings shall constitute final acceptance by the
COUNTY of said facilities. After final acceptance, the facilities shall remain at all times the
sole, complete, and exclusive property of the COUNTY and under the exclusive control
and operation of the COUNTY.
25. WARRANTY AND MAINTENANCE BOND. The DEVELOPERwarrants
that the water and sewer facilities to be owned by the COUNTY shall be free from defects
in materials and workmanship for a period of one (1) year from final acceptance by the
COUNTY. Simultaneously with the conveyance of the water and/or sewer facilities, the
DEVELOPER shall deliver to the COUNTY an executed maintenance bond or alternate
security deposit acceptable to the DEPARTMENT, which guarantees the warranty. If it
becomes necessary to repair and/or replace any of the facilities during the initial one (1)
year period, then the warranty as to those items repaired and/or replaced shall continue to
remain in effect for an additional period of one (1) year from the date of final acceptance
by the COUNTY of those repairs and/or replacement. The bond shall be in the amount
equal to the sum of those portions of the actual cost of construction of said facilities as
follows:
Types of Facilities Percentage of Actual Construction Cost
Water mains 25
Gravity sewers 50
The bonds shall have as the surety thereon only such surety company as is acceptable to
the COUNTY and which is authorized to write bonds of such character and amount under
the laws of the State of Florida. A surety company must have a Best's Key Rating Guide
General Policyholder's Rating of "A" or better and a Financial Category of Class "V"
or better or be acceptable to the COUNTY. The attorney -in -fact or other officer who signs
a bond must file with such bonds a certified copy of his power -of -attorney authorizing him
to do so. The Maintenance Bond may be written with the DEVELOPER'S contractor as
"Principal" and the DEVELOPER and the COUNTY as "Co -obligees" or the COUNTYas
sole "Obligee". In the alternative, the DEVELOPER may be named as "Principal" and the
COUNTY as "Obligee". The Maintenance Bond shall remain in force for one (1) year
following the date of final acceptance by the COUNTY of the work done pursuant to this
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Agreement to protect the COUNTY against losses resulting from any and all defects in
materials or improper performance of work. If there is no building construction underway
within the DEVELOPER'S property at the time of conveyance, the COUNTY shall have the
right to require that the term of the Maintenance Bond be extended for a period not to
exceed an additional two (2) years. Upon demand by the COUNTY, the DEVELOPER
shall cause to be corrected all such defects which are discovered within the warranty
period or periods as set forth above, failing which the COUNTY shall make such repairs
and/or replacements of defective work and/or materials and the DEVELOPER and/or its
Surety shall be liable to the COUNTY for all costs arising therefrom. The DEVELOPER
also warrants that it shall be solely responsible for the repair of any damages to said
facilities caused by persons in its employment.
26. TERM OF AGREEMENT. Both the DEVELOPER and the COUNTY
recognize that time is of the essence and that this Agreement shall be deemed null and
void and unenforceable if the DEVELOPER fails to comply with any of the following
conditions, where applicable:
a. After execution of this Agreement, work on the water and/or sewer facilities shall
commence within three hundred sixty-five (365) days from the execution date.
Work shall be considered to have commenced and be in active progress when
engineering drawings are submitted to the DEPARTMENT for review and approval,
and, upon the DEPARTMENT'S issuance of said approval, a full complement of
workmen and equipment is present at the site to diligently incorporate materials
and equipment into the construction of the water and/or sewer facilities throughout
the day on each full working day, weather permitting.
b. Once the DEVELOPER commences work on the water and/or sewer facilities, said
work cannot be suspended, abandoned, or not in active progress for a period
exceeding three hundred sixty-five (365) days.
C. The remedies specified herein are cumulative with and supplemental to any other
rights which the COUNTY may have pursuant to the law or any other provision of
this agreement.
27. INDEMNIFICATION CLAUSE. The DEVELOPER shall indemnify and hold
harmless the COUNTY and its officers, employees, agents and instrumentalities from any
and all liability, losses or damages, including attorney's fees and costs of defense, which
the COUNTY or its officers, employees, agents or instrumentalities may incur as a result of
claims, demands, suits, causes of actions or proceedings of any kind or nature arising out
of, relating to or resulting from the performance of this Agreement by the DEVELOPERor
its employees, agents, servants, partners, principals, contractors and/or subcontractors.
The DEVELOPER shall pay all claims and losses in connection therewith and shall
investigate and defend all claims, suits or actions of any kind or nature in the name of the
COUNTY, where applicable, including appellate proceedings, and shall pay all costs,
judgments, and attorney's fees which may issue thereon. The DEVE LOPE Rexpressly
understands and agrees that any insurance protection required by this Agreement or
otherwise provided by the DEVELOPER shall in no way limit the responsibility to
indemnify, keep and save harmless and defend the COUNTY or its officers, employees,
agents and instrumentalities as herein provided. The provisions in this clause shall survive
the termination or expiration of this Agreement.
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28. FORCE MAJEURE. Should either party be prevented from performing any
obligations herein, including but not limited to water and/or sewer service, due to or
resulting from a force majeure or inevitable accident or occurrence, such party shall be
excused from performance. As used herein, force majeure shall mean an act of God
which includes but is not limited to sudden, unexpected or extraordinary forces of nature
such as floods, washouts, storms, hurricanes, fires, earthquakes, landslides, epidemics,
explosions or other forces of nature. Inevitable accidents or occurrences shall mean those
which are unpreventable by either party and shall include but not be limited to strikes,
lockouts, other industrial disturbances, wars, blockades, acts of public enemies,
insurrections, riots, federal, state, county and local governmental restraints and
restrictions, military action, civil disturbances, explosions, conditions in federal, state,
county and local permits, bid protests, manufacturing and delivery delays, unknown or
unanticipated soil, water or ground conditions and cave-ins, or otherwise, and other
causes reasonably beyond the control of either party, whether or not specifically
enumerated herein.
29. SERVICE CHARGES. The DEVELOPER agrees to pay to the COUNTYthe
prevailing service charges for water supply and fire protection, sewage collection and disposal
within the DEVELOPER'S property as may be applicable until the responsibility for payment of
said charges is properly transferred in accordance with the COUNTY'Sregulations.
30. USE OF FACILITIES BY COUNTY. The COUNTY reserves the right to make full
use of the water and/or sewer facilities to be owned by the COUNTY as contemplated herein to
serve other customers at any time.
31. OPINION OF TITLE. With the execution of this Agreement, the
DEVELOPER at its own expense shall deliver to theDEPARTMENT an opinion of title for
the DEVELOPER'S property, issued by a qualified attorney licensed to practice law in the
State of Florida, which states that the DEVELOPER owns fee simple title to a portion of
the property and/or has sufficient legal interest in the property per the PUBLIC BENEFIT
AGREEMENT with the City of Miami, which owns fee simple title to a portion of the
property referred to herein.
32. BACTERIOLOGICAL TESTS AND INDEMNIFICATION. DEP requires that
prior to the rendition of any new water service by the DEPARTMENT, bacteriological tests
must be performed. It is the responsibility of the DEVELOPER to comply with all such
requirements and to obtain all necessary approvals. In addition, the use of floating meters
for construction purposes is subject to State of Florida requirements and approval by the
COUNTY. The DEVELOPER may request approval for the use of floating meters prior to
actual conveyance of title to the facilities to the COUNTY. However, the COUNTY may be
required to execute documents to the Miami -Dade County Department of Regulatory and
Economic Resources (RER) or State of Florida Department of Health (DOH), which state
that the COUNTY has accepted title to the facilities. If the COUNTY is required to execute
such documents, the DEVELOPER agrees to indemnify and hold the COUNTYharmless
from and against all claims, actions, judgments, damages, loss, cost and expense
including reasonable attorney's fees which may be incurred by the COUNTY in connection
with the rendition of water service through the facilities constructed and installed by the
DEVELOPER prior to conveyance of title to the COUNTY, including but not limited to
those that result from failure to properly maintain and repair the water facilities.
Page 11 of 15
BRICKELL FIRE HOUSE (fka CAMBRIA BRICKELL), ID# 22439a
33. ASSIGNMENT OF AGREEMENT. No right to any water supply and
sewage disposal service commitment provided for in this Agreement shall be transferred,
assigned or otherwise conveyed to any other party without the express written consent of
the Director of the DEPARTMENT or his designee except as noted below. The consent of
the DEPARTMENT shall not be required in connection with the sale, lease or other
conveyance of property or any residential units or commercial establishments to any party
who will be the ultimate user of the property, including but not limited to a bona fide
purchaser, lessee, resident or occupant. The intent of this paragraph is to require consent
of the DEPARTMENT for assignments or transfers of any water and sewage disposal
capacity allocation to any party who holds such property as an investment for resale or
who intends to develop for sale a portion of the DEVELOPER'S property, so that the
COUNTY can adequately determine the demand for water and sewage disposal capacity
and plan for the fair and equitable allocation of water and sewage disposal capacity
among the residents of Miami -Dade County. Consent, when required, shall not
unreasonably be withheld by the DEPARTMENT. If the DEVELOPER'S property is
transferred or conveyed, the DEVELOPER shall remain liable to the COUNTY for all sums
of money and all obligations due hereunder unless released in writing by the COUNTY.
34. ENTIRE AGREEMENT. This Agreement supersedes all previous
agreements and representations, whether oral or written, between the DEVELOPERand
the COUNTY, and that certain Agreement for "Cambria Brickell", dated October 13,
2015, recorded in Official Records Book 29814, at Page 2248, of the Public Records of
Miami -Dade County, Florida, and made with respect to the matters contained herein and
when duly executed constitutes the complete Agreement between the DEVELOPERand
the COUNTY.
35. NOTICE. All notices given pursuant to this Agreement shall be mailed by United States Postal Service registered or certified mail to the parties at the addresses
specified on page 2 of this Agreement or addresses otherwise properly furnished.
36. RECORDING OF AGREEMENT. This Agreement is being recorded in the
public records of Miami -Dade County, Florida, for the particular purpose of placing all
owners and occupants, their successors and assigns, upon notice of the provisions herein
contained. The DEVELOPER shall pay all recording fees.
37. FLORIDA LAW. This Agreement shall be interpreted under Florida law.
Venue for any litigation relating to this Agreement shall be had in Miami -Dade County,
Florida.
38. SEVERABILITY. If any section, subsection, sentence, clause or provision
of this Agreement is held invalid, the remainder of this Agreement shall not be affected by
such invalidity.
Page 12 of 15
BRICKELL FIRE HOUSE (fka CAMBRIA BRICKELL), ID# 22439a
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officials as of the day and year above written.
WITNESSETH:
signature
By:
print name
signature
print name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
MIAMI-DADE COUNTY
Sandra P. Alvarez, Chief,
Utilities Development Division
For: Josenrique Cueto, Interim Director
Miami -Dade Water and Sewer Department
The foregoing instrument was acknowledged before me by means of: (check one)
❑ physical presence; or ❑ remote audio-visual means, this day of
2021, by Sandra P. Alvarez, Chief, Utilities Development Division, for Josenrique Cueto,
Interim Director, of the Miami -Dade Water and Sewer Department, who is personally known to
me and did not take an oath.
Notary Public
print name
Page 13 of 15
Serial Number
BRICKELL FIRE HOUSE (fka CAMBRIA BRICKELL), ID# 22439a
WITNESSETH:
191 SW 12 OWNER LLC, A DELAWARE
LIMITED LIABILITY COMPANY
By:
signature signa ure
print name
signature
print name
STATE OF-FtOWDP tjt ,,� jc)(jL
COUNTY OF AAfAMt--DA-DE0,C01,3( �
icl-�n-e I she(o
print name
The foregoing instrument was acknowledged before me by means of: (check one)
9 physical presence; or ❑ remote audio-visual means, this 26 day of 2-0)— ( ,
2021, by MI (;kG1 e1 S}e (o , who is personally known to me or has/has not
produced as identi ication and did/did not take an oath.
NA ---
Notary Public
N\cck Aul-'k�n'
print name
Approved for Legal Sufficiency:
Assistant County Attorney
Page 14 of 15
NICOLE H AULETTA
NOTARY PUBLIC, STATE OF NEW YORK
Registration No. OIAU6370947
Qualified in New York County
Commission Expires February 12, 2022
Serial Number
BRICKELL FIRE HOUSE (fka CAMBRIA BRICKELL), ID# 22439a
JOINDER AND CONSENT
THE CITY OF MIAMI, a Florida municipal corporation, as fee simple owner of a portion of the property,
herebyjoins and consents to this Agreement ID# 22439a for "Brickell Fire House (fka Cambria Brickell"
(the "Agreement'), and to the provisions that are imposed through the Agreement by 191 SW 12 OWNER,
LLC, a Florida limited liability company, as party to the PUBLIC BENEFIT AGREEMENT REGARDING
CONSTRUCTION OF THE NEW FIRE HOUSE NO. 4, dated April 13, 2020, and as Developer of the
Property legally described in Exhibit A of the Agreement.
ATTEST:
THE CITY OF MIAMI, A FLORIDA
MUNICIPAL CORPORATION
By: (SEAL) By:
signature
, City Clerk
print name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
signature
print name
(SEAL)
, City
Manager
The foregoing instrument was acknowledged before me by means of: (check one)
❑ physical presence; or ❑ remote audio-visual means, this day of
2021, by , as City Clerk, and as
City Manager, of The City of Miami, a Florida municipal corporation, on behalf of the corporation.
They are personally known to me or have produced as
identification and did/did not take an oath
Notary Public
print name
Approved for Legal Sufficiency:
Assistant County Attorney
Page 15 of 15
Serial Number
Approved for legal sufficiency
City Attorney
BRICKELL FIRE HOUSE (fka CAMBRIA BRICKELL), ID# 22439a
EXHIBIT "A" OF AGREEMENT
BETWEEN
MIAMI-DADE COUNTY
AND
191 SW 12 OWNER LLC
LEGALD ESCRIPTION
LLr" 0EsCFWrx)W
FIRST A'JEIbi:W 1i`L f tN$L14 UUCE GCAASANY CCAAIA1TLEh T F$E hY1lLBEF1 S t}j9? FtL WKV, DATED MARCH
t7 MOAroeoOAM.
PAR"L 1
LOT S A -ND LOT 11. LESS THE WEST 10 FEET. SL OCKf 85 SOUTH OF LILAAM W)GHT5, ACCORDAG TO THE PLAT
THEREOF AS REC�OWW PUT 90OKt S PAGEtS) 2P # THE "LC PECORDS OF VMAO-OA AE COW:ry
FLORIDA
PARCEL 2
LOT L LESS THE *EST 10 FEET. BLOCK W SOUTH OF AAAAM HWOfTS ACOORD046 TO THE PUT THEREOF AS
RECONOW A4 PUT BOOK S. PAGEM 29 OF THE PU XOC OWCO t OF %"LO-DADE COUWY FLO00A
PARCEL 3
LOT 10 LESB THE ►&ST 1.0 FEET BLOC k 85 SOUPi OF UAW ttEPGHr . ACCORDINO TO DIE PLAT THEREOF A.S
►t£COMDFD MI PLAT BOOK S. PACCM 29 OF THr PL&X HSCO M Of W W ADC COUNTY ILO DA
PARCEL t
LOT 12 LESS THE VOW W F"T, AND TW NORTH 75 FUT 09 LOT 13 AW t ? &OCA 85 SOUTH OF UAW
W-IGH'M ACCDAD" TO THE PLA r THEREOF AS RECORDED AV PLAT 800K Q PAGEiSl .19. OF THE PIABLAC
RECAROS OF 44AW DADE COLWTV. FLORGA
PAS MAW" rlW #l$U?AMCE COWANY COAAUTTAEh r FILE AAAAREP SM7"- tCA" FS"VG W E
FILE Na 5007lI.FiLCP" DATEDIJLAES 2Dt9ATC000AW
LOT 13 LESS THE NEST 10 FEET riEWOF. TOGETHER N91,04 T* SOUTH 75 FEET OF LOT* l2. aocK ES
SOUTH. WAS WJGWTS. ACCORDlMO TO THE PLAT THEREOF AS PECOADED W PLAT 8009 S A T PAGE 20 OF
PC PLA&.1C MCCOFOS OF A&M-LAiDC C OUVTY Fl ORVA
PARSrAVEACAMWUAM$LOMNCEC06ftWCOAM?A"TFILE MLAWR5DW$.FFL-CRKY *"VG OFFICE
FILE AID'SOA MFJtCP" DATEDalA E5 29t9Ar00,WAM
LO/S It. !SAW 14L BLOCK A.S OF WIP O• VLAAAT LWAL CD $0. (C11V OF AA4A4q SOUL++!. ACC(> dWWG TO tHl
PLAT THFFEOT AS AECOWED A4 PLAT BOOK( 6L PAGE(S) II.OF Tw " ovc RpCopo$ OF A .4)ADE COLAMry.
FLORA
"A" 1 of 1
BRICKELL FIRE HOUSE (fka CAMBRIA BRICKELL), ID# 22439a
EXHIBIT "B" OF AGREEMENT
BETWEEN
MIAMI-DADE COUNTY
AND
191 SW 12 OWNER LLC
SCHEDULE OF DAILY RATED GALLONAGE FOR VARIOUS OCCUPANCY
TYPES OF LAND USES GALLONS PER DAY (GPD)
RESIDENTIAL LAND USES
Single Family Residence
210 pd/unit under 3,001 sq. ft.
310 gpd/unit (3,001-5,000 sq. ft.)
510 d/unit over 5,000 sq. ft.
Townhouse Residence
165 d/unit
Apartment
135 gpd/unit
Mobile Home Residence/Park
160 gpd/unit
Duplex or Twin Home Residence
150 gpd/unit
Residential Facility/Institution:
a) Congregate Living Facility (CLF)
b) Apartment Dormitory
c) Fire Station
d) Jail
e Other
75 gpd/bed
100 gpd/unit
10 gpd/100 sq. ft.
150 gpd/person
100 d/ erson
COMMERCIAL LAND USES
Airport:
a Common Area/Concourse/Retail
10 pd/100 sq. ft.
b Food Service
see restaurant use for allocation
Bank
10 gpd/100 sq. ft.
Banquet Hall (with or without kitchen
10 gpd/100 sq. ft.
Bar, Cocktail Lounge, Nightclub, or Adult Entertainment
20 gpd/100 sq. ft.
Barber Shop
10 pd/100 sq. ft.
Beauty Shop
25 gpd/100 sq. ft.
Big Box Retail
2.5 gpd/100 sq. ft.
Bowling Alley
100 gpd/lane
Car Wash:
a) Manual Washing
350 gpd/bay
b) Automated Washing
5,500 gpd/bay
Coin Laundry
110 gpd/washer
Country Club with or without kitchen
20 gpd/100 sq. ft.
Dentist's Office
20 gpd/100 sq. ft.
Fitness Center or Gym
10 gpd/100 sq. ft.
Funeral Home
5 gpd/100 sq. ft.
Gas Station/Convenience Store/Mini-Mart:
a Without car wash
450d/unit
b) With single automated car wash
1,750 gpd/unit
Additional single automated car wash
1,300 gpd/unit
Hospital
250 gpd/bed
Hotel or Motel
115 gpd/room
"B" 1 of 2
BRICKELL FIRE HOUSE (fka CAMBRIA BRICKELL), ID# 22439a
TYPES OF COMMERCIAL LAND USES (CONTINUED)
House of Worship
10 gpd/100 sq. ft.
Industrial use NOT discharging a process wastewater
and NOT utilizing potable water for an industrial
process (including but not limited to automotive repair,
boat repair, carpentry, factory, machine shop, welding
4 gpd/100 sq. ft.
Industrial use discharging a process wastewater or
utilizing potable water for an industrial process based
on system design and evaluation by the Department
4 gpd/100 sq. ft.
Kennel
15 gpd/100 sq. ft.
Marina
60 gpd/slip
Nail Salon
30 gpd/100 sq. ft.
Nursing/Convalescent Home
125 gpd/bed
Office Building
5 gpd/100 sq. ft.
Pet Grooming
20 gpd/100 sq. ft.
Physician's Office
20 gpd/100 sq. ft.
Public Park:
a) With toilets only
5 gpd/person
b) With toilets and showers
20 gpd/person
Public Swimming Pool Facility
30 gpd/person
Recreational Vehicle (RV) Park (seasonal use)
150 gpd/space
Restaurant
a) Fast Food
65 pd/100 sq. ft.
b) Full Service
100 gpd/100 sq. ft.
c Take -Out
100 d/100 sq. ft.
Retail
10 pd/100 sq. ft.
School:
a) Day care/Nursery (adults and children)
b Regular school
10 gpd/100 sq. ft.
12 g pd/100 sq. ft.
Self-service storage units
1.5 pd/100 sq. ft.
Shopping Center/Mall Shell/Common Area
10 pd/100 sq. ft.
Spa
20 d/100 sq. ft.
Sporting Facilities and Auditorium
3 pd/seat
Theater
a Indoor
1 pd/seat
b Outdoor/Drive-in
5 pd/space
Veterinarian Office
20 pd/100 sq. ft.
Warehouse/Speculation Building
2 pd/100 sq. ft.
Wholesale Food Preparation (including but not limited
to meat markets and commissaries
35 gpd/100 sq. ft.
LEGEND:
gpd gallons per day
sq. ft. square feet
NOTES:
1) Sewage gallonage refers to sanitary sewage flow on a per unit and/or use basis for average daily flow in gallons
per day.
2) Condominiums shall be rated in accordance with the specific type of use (e.g., apartment, townhouse,
warehouse, etc.).
"B" 2 of 2
BRICKELL FIRE HOUSE (fka CAMBRIA BRICKELL), ID# 22439a
EXHIBIT "C" OF AGREEMENT
BETWEEN
MIAMI-DADE COUNTY
AND
191 SW 12 OWNER LLC
BUILDING CONNECTION SCHEDULE
TYPE AND NUMBER OF UNITS GALLONAGE COMPLETION OF
(gpd) BUILDING CONNECTION
To construct and connect to the County's water
and sewer systems:
2021
— 2022
1,195 apartments
161,325
2021
— 2022
1,417 sq-ft of fast food restaurant
921
2021
— 2022
23,312 sq-ft of full service restaurant
23,312
2021
— 2022
• 200 hotel room
23,000
2021
— 2022
165,000 sq-ft of office
8,250
2021
— 2022
86,151 sq-ft of spa
17,230
2021
— 2022
5,120 sq-ft of banquet hall
512
2021
— 2022
13,673 sq-ft of fitness center
1,367
2021
— 2022
• 32,000 sq-ft of fire station
3,200
2021
— 2022
Previously connected to the County's water
and sewer systems:
10,439 sq-ft of fire station
-1,044 (credit)
n/a
12 apartments
-1,620 (credit)
n/a
GPD credit per VF and Invoice
-28,635 (credit)
n/a
"C', 1 of 1