HomeMy WebLinkAboutBack-Up DocumentsMIAMI SEAPLANE BASE (F.K.A. THE WATSON MIAMI), ID# 22429
AGREEMENT
FOR
WATER AND SANITARY SEWER FACILITIES
BETWEEN
MIAMI-DADE COUNTY
■ 1 ,
NAUTILUS ENTERPRISES, LLC
This instrument prepared by:
Christopher Schaffer
New Business Section
Miami -Dade Water and Sewer Department
3575 S. LeJeune Road
Miami, Florida 33146-2221
MIAMI SEAPLANE BASE (F.K.A. THE WATSON MIAMI), ID# 22429
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 NAUTILUS ENTERPRISES, LLC, a Florida limited liability company,
hereinafter designated as the "DEVELOPER", whose mailing address is: 1000 MacArthur
Causeway Avenue, Miami, Florida 33132.
WITNESSETH:
WHEREAS, the DEVELOPER desires water and sewer service to be rendered to
property owned by the City of Miami and leased by 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 leases from the City of Miami,
under an "Amended and Restated Air Terminal Facility Sublease", dated July 29, 2014, and an
"Attornment Agreement" dated October 25, 2018, a certain tract of land in Miami -Dade County,
Florida, 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 DEVELOPER hereby acknowledges
and agrees that any right to connect the DEVELOPER'S property to the COUNTY'S sewer
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 COUNTY and 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 thirty thousand four hundred eighty-three
(30,483) square feet of full service restaurant and ten thousand two hundred nine (10,209)
square feet of airport concourse common area, representing a combined total average daily
gallonage of thirty-one thousand five hundred four (31,504) gallons), replacing vacant land,
resulting in combined water and sewer connection charges in the amount of two hundred twenty
thousand two hundred twelve dollars and ninety-six cents ($220,212.96). 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 DEVELOPER constructs 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 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 DEVELOPER'S property.
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
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connection. Points of connection shall not be changed without prior approval by the
DEPARTMENT.
7. REMOVALIRE LOCATION OF FACILITIES. The DEVELOPER hereby
acknowledges and agrees that any existing COUNTY water and/or sewer facilities and all
appurtenances, including fire hydrants, within the DEVELOPER'S property that will conflict with
proposed development must be removed and/or relocated, and all easements associated with
said facilities released and/or relocated. Said relocation and/or removal of facilities shall be
performed by or for the DEVELOPER in accordance with plans and specifications to be
approved by the COUNTY and in such a manner that there will be no interruption of services to
the COUNTY'S existing customers. All costs incurred shall be borne solely by the
DEVELOPER. The removal and/or relocation of certain water and/or sewer facilities and
releasing and/or relocating of associated easements are conditions precedent to the issuance of
water and sewer verification forms for construction of those proposed buildings that conflict with
said water facilities, unless the DEPARTMENT is able to protect its facilities and/or associated
easements through a "hold" on the foundation inspection that is issued in conjunction with Miami -
Dade Department of Regulatory and Economic Resources (RER). The determination of the
availability for placement of said hold shall be within the sole discretion of the DEPARTMENT.
Those projects that are not within the jurisdiction of the COUNTY'S building permitting process
shall not be eligible for consideration of that hold.
8. BISCAYNE BASIN SANITARY SEWER SPECIAL 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. 13-57, The DEVELOPER acknowledges and agrees that it shall pay to the COUNTY said
special connection charge in the amount of four dollars and twenty-four cents ($4.24) 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
one hundred thirty-three thousand five hundred seventy-six dollars and ninety-six cents
($133,576.96), 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 the DEVELOPER shall have no cause of action, at law or equity,
against the COUNTY arising out of the construction of said improvements.
9. 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
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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.
10, 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.
11. 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.
12. 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.
13. 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 consultantwill 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.
14. 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.
15. 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,
16. 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 construction activities even
though the DEVELOPER or the DEVELOPER'S contractor will actually perform the work. To
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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 DEPARTMENT shall be entitled to pay said claims from the security. The
DEVELOPER shall be liable for all costs in excess of the security.
17. 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'S property 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 eventwill 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 DEVELOPER in the next calendar year subject to the limitations and
provisions specified herein.
18. 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.
19. 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
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clearance above the finished grade. The DEPARTMENT shall 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 granted to the COUNTY by the CITY 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.
20. CONNECTIONIFRONTAGE BY OTHERS. Parties other than the DEVELOPER
who own property, other than the DEVELOPER'S property, which has frontage to any water
main and/or gravity sewer main installed pursuant to this Agreement, may apply to the COUNTY
for connections to said water main and/ or gravity sewer main. If said parties actually connect
and/or abut said facilities, the COUNTY will impose a construction connection charge equal to
thirty-one dollars ($31.00) for the ten (10) inch gravity sewer and thirty-five dollars ($35.00) for
the twelve (12) inch water main, multiplied by the front foot length of the connectinglabutting
property which fronts and/or abuts the water main and/or gravity sewer main as measured along
the route of the main. The COUNTY will also impose construction connection charges on such
other parties if said water main and/or gravity sewer main is 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 one hundred eighty (180) 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 water main and/or 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 water main and/or gravity sewer main 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.
21. 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
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that the CITY 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 CITY, 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'S property.
22. DRAWINGS AND CONVEYANCE DOCUMENTS. Following completion of the
water and 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.
23. WARRANTY AND MAINTENANCE BOND. The DEVELOPER warrants 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
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Bond may be written with the DEVELOPER'S contractor as "Principal" and the DEVELOPER
and the COUNTY as "Co -obligees" or the COUNTY as 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 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.
24. 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 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 sewer facilities throughout the day on each full working day, weather
permitting.
b. Once the DEVELOPER commences work on the water and 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.
25. 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 DEVELOPER or 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 DEVELOPER expressly 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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26. 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.
27. SERVICE CHARGES. The DEVELOPER agrees to pay to the COUNTY the 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'S regulations.
28. 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.
29. OPINION OF TITLE. With the execution of this Agreement, the DEVELOPER at its own
expense shall deliver to the DEPARTMENT 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 CITY owns fee
simple title to the property referred to herein.
30. 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 COUNTY harmless 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 resultfrom failure to properly maintain and repair
the water facilities.
31. 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
Page 10 of 15
MIAMI SEAPLANE BASE (F.K.A. THE WATSON MIAMI), ID# 22429
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 ofthe 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.
32. ENTIRE AGREEMENT. This Agreement supersedes all previous agreements and
representations, whether oral or written, between the DEVELOPER and the COUNTY, and
made with respect to the matters contained herein and when duly executed constitutes the
complete Agreement between the DEVELOPER and the COUNTY.
33. 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.
34. 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.
35. 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.
36, 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.
37. EXECUTION IN COUNTERPART, This Agreement may be executed in two or
more counterparts, and electronically or by other means, each of which constitute an original but
all of which, when taken together, shall constitute one and the same Agreement. The parties
shall be entitled to sign and transmit an electronic signature of this Agreement (whether by
facsimile, PDF or other email transmission), which signature shall be binding on the partywhose
name is contained herein. Any party providing an electronic signature agrees to promptly deliver
to the other parties an original signed Agreement upon request.
Page 11 of 15
MIAMI SEAPLANE BASE (F.K.A. THE WATSON MIAMI), ID# 22429
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
Luis Delgado,
Interim New Business Manager
For: Josenrique Cueto, Interim Director
Miami -Dade Water and Sewer Department
The foregoing instrument was acknowledged before me by means of: (check one)
a physical presence; or ❑ remote audio-visual means, this day of , 2021, by
Luis Delgado, Interim New Business Manager, 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 12 of 15
Serial Number
MIAMI SEAPLANE BASE (F.K.A. THE WATSON MIAMI), ID# 22429
WITNESSETH: NAUTILUS ENTERPRISES, LLC
A FLORIDA LIMITED LIABILITY
COMPANY
By:
Signature
print name
Signature
print name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
signature
print name
The foregoing instrument was acknowledged before me by means of: (check one)
❑ physical presence; or ❑ remote audio-visual means, this day of
2021, by , who is personally known to me or has/has not
produced as identification and did/did not take an oath.
Notary Public
print name
Approved for legal Sufficiency:
Assistant County Attorney
Page 13 of 15
Serial Number
MIAMI SEAPLANE BASE (F.K.A. THE WATSON MIAMI, 1D# 22429
JOINDER AND CONSENT
The City of Miami, Florida, as the fee simple owner of the property described in Exhibit "A", which
property is leased to Nautilus Enterprises, LLC, a Florida limited liability company, (the
Developer), hereby joins and consents to this agreement "Miami Seaplane Base (F.K.A The
Watson Miami)", ID # 22429) and to the easements, covenants and unities of title running with the
land that are imposed by the Developer through this Agreement and associated documents on the
property.
Attest: THE CITY OF MIAMI, A FLORIDA
MUNICIPAL CORPORATION
By: (SEAL) By: (SEAL)
City
TODD B. HANNON , City Clerk ARTHUR NORIEGA Manager
print name print name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
The foregoing instrument was acknowledged before me by means of: (check one)
❑ physical presence; or ❑ remote audio-visual means, this day of
2021, by Arthur Norie a , as City Manager
and Todd B. Hannon , as City Clerk, of The City of Miami, a Florida municipal
corporation, on behalf of the corporation. They are personally known to me or have/have
not produced as identification and did/did not
take an oath.
Notary Public
Print name
Approved for Legal Sufficiency:
Assistant County Attorney
Page 14 of 15
Serial Number
Approved for Legal Sufficiency
City Attorney -- Victoria Mendez
MIAMI SEAPLANE BASE (P.K.A. THE WATSON MIAMI), 1D4 224429
JOINDER ,AND CONSENT
Chalks Airline, Inc., as the co -lessee of the property described in Exhibit "A", hereby joins and
consents to this Agreement ID# 22429 for "Miami Seaplane Base (F.K.A. The Watson Miami)"
(the "Agreement"), and to the obligations that are imposed through the Agreement by Nautilus
Enterprises, ILLC, a Florida limited liability company, as Developer of the Property legally
described in Exhibit A.
ATTEST:
By:
NIA
,NIA
print name
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
CHALKS_ AIRLINE, INC.,
A FLORIDA CORPORATION
By: - _ (SEAL)
IGNACIO VELA-PENICHET, President
print name
he foregoing instrument was acknowledged before me by means of: (check one)
physical presence; or ❑ remote audio-visual means, this day of
'Z4 -L ,�$ -, by Ignacio Ve a-Peniohet , as President, of Chalks
irline, Ync., a Florida corporation, on behalf of the corporation. They are personally
known tome or have produced as identification and
did/did not take an oath.
Serial Number
/E ]f sn sY }i^el., IZAK GIZ CHAVEZ
f V �`.lr,, Nntary P cblic • State of Florida
Print name :�`, ;W= Cammission At HH 182505
h o °4r My Comm. Expires Oct G, W25
Approved for Legal Sufficiency: Bonded through National Notary hssn.
Pl} 9
Assistant County Attorney
Page 15 of 15
MIAMI SEAPLANE BASE (F.K.A. THE WATSON MIAMI, ID# 22429
EXHIBIT "A" OF AGREEMENT
BETWEEN
MIAMI-DADE COUNTY
AND
NAUTILUS ENTERPRISES, LLC
LEGAL DESCRIPTION
PORTIONS OF TRACT D, WATSON ISLAND -SOUTHWEST. AS RECORDED IN PLAT BOOK 166 AT PAGE i1 OF
THE PUBLIC RECORDS OF MIAMI-DADE COUNTY, FLORIDA, BUNG MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMCNCE AT THE NORTHWEST CORNER OF SAID TRACT D, THENCE 517'12'21"E ALONG THE WESTERLY LINE
OF SAID TRACT D FOR 236,60 FEET TO THE POINT OF BEGINNING OF A PARCEL OF LAND HEREINArTER
DESCRIBED, THENCE CCNTINUE ' 517' 12'21 "E FOR 131,00 FEET TO THE POINT OF CURVATURE OF A CIRCULAR
CURVE TO THE LEFT HAVING A RADIUS OF 300.00 FEET ANIJ A CENTRAL ANGLE OF 47'46'15", THENCE
SOUTHEASTERLY ALONG THE ARC OF SAID CURVE AN ARC DISTANCE OF 250.13 FEET, THENCE S64'58'36"E
FOR 215.90 FEET, THENCE N24' 15' 1 1 "E FOR 229.86 FEET, THENCE N52' 14.'06"W FOR 41.43 FEET, THENCE
N44'28'41 "W FOR 165.00 FEET, THENCE N42'52'31 "W FOR 1 f 4,31 FEET, THENCE S47-07'29"W FOR 78A 6
FEET, THENCE N35'49'29"W FOR 97.75 FEET, THENCE S66'57'22"W FOR 160.74 FEET TO THE POINT OF
BEGINNING.
SAID. LANDS LYING WITHIN THE CITY OF MIAMI, 1=LORIDA. CONTAINING 2,90 ACRES MORE OR LESS,
"A" 1 of 1
MIAMI SEAPLANE BASE (F.K.A. THE WATSON MIAMI), ID# 22429
EXHIBIT "B OF AGREEMENT
BETWEEN
MIAMI-DADE COUNTY
AND
NAUTILUS ENTERPRISES, LLC
SCHEDULE OF DAILY RATED GALLONAGE FOR VARIOUS OCCUPANCY
TYPES OF LAND USES GALLONS PER DAY GPD
RESIDENTIAL LAND USES
Single Family Residence
210 dlunit under 3,001 sq. ft.)
310 gpolunit (3,001-5,000 sq. ft.)
510 dlunit over 5,000 sq, ft,
Townhouse Residence
165 dlunit
Apartment
135 dlunit
Mobile Home Residence/Park
160 gpolunit
Duplex or Twin Home Residence
150 gpolunit
Residential Facility/Institution:
a) Congregate Living Facility (CLF)
b) Apartment Dormitory
c) Fire Station
d) Jail
e Other
75 gpolbed
100 gpolunit
10 gpd1100 sq. ft.
150 gpolperson
100 dl erson
COMMERCIAL LAND USES
Airport:
a Common Area/Concourse/Retail
10 d1100 sq, ft.
b Food Service
see restaurant use for allocation
Bank
10 gpd1100 sq. ft.
Banquet Hall (with or without kitchen
10 gpd1100 sq. ft.
Bar, Cocktail Lounge, Nightclub, or Adult Entertainment
20 gpd1100 sq, ft.
Barber Shop
10 d1100 sq. ft.
Beauty Shop
25 d1100 sq. ft.
Big Box Retail
2.5 pd1100 sq. ft.
Bowling Alley
100 gpollane
Car Wash:
a) Manual Washing
350 polba
b) Automated Washing
5,500 gpolbay
Coin Laundry
110 gpolwasher
Country Club with or without kitchen
20 g d1100 sq. ft.
Fitness Center or Gym
10 gpd/100 sq. ft.
Funeral Home
5 gpd1100 sq. ft.
Gas Station/Convenience Store/Mini-Mart:
a) Without car wash
450dlunit
b) With single automated car wash
1,750 dlunit
Additional single automated car wash
1,300 gpolunit
Hospital
250 gpolbed
Hotel or Motel
115 gpolroom
"B" 1 of 2
MIAMI SEAPLANE BASE (F.K.A. THE WATSON MIAMI), ID# 22429
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, factor , 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 d/100 sq. ft.
b) Full Service
100 gpd/100 sq. ft.
c Take -Out
100 d/100 sq. ft.
Retail
10 d/100 sq. ft.
School:
a) Day care/Nursery (adults and children)
b Regular school
10 gpd/100 sq. ft.
12 pd/100 sq. ft.
Self-service stora a units
1.5 gpd/100 sq. ft.
Shopping Center/Mall Shell/Common Area
10 d/100 sq. ft.
Spa
20 d/100 sq. ft.
Sporting Facilities and Auditorium
3 d/seat
Theater
a Indoor
1 d/seat
b Outdoor/Drive-in
5 d/s ace
Veterinarian Office
20 gpd/100 sq, ft.
Warehouse/Speculation Building
2 d/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
MIAMI SEAPLANE BASE (F.K.A. THE WATSON MIAMI), ID# 22429
EXHIBIT "C" OF AGREEMENT
BETWEEN
MIAMI-DADE COUNTY
AND
NAUTILUS ENTERPRISES, LLC
BUILDING CONNECTION SCHEDULE
TYPE AND NUMBER OF UNITS
Construct and connect to the County's
water and sewer systems:
30,483 sq. ft. of full -service restaurant
10,209 sq. ft. of airport common
Concourse area
GALLONAGE COMPLETION OF
(gpd) BUILDING CONNECTION
"C',1of1
30,483 2021 — 2022
1,021 2021 — 2022