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HomeMy WebLinkAboutexhibit1B1/2G/05 17:03;24 Broad and Cassel-> RightFax Page B82 EXECUTION COPY I INTERLOCAL AGREEMENT BETWEEN THE CITY OF MIAMI, FLORIDA AND MIDTOWN MIAMI COMMUNITY DEVELOPMENT DISTRICT '.sC...t `aJ. g c1gt /c) I/O DATED FEBRUARY _, 2005 Page 1 of 14 BOC 11REALEST1155256, 2 2015110015 01/26/05 17:03:31 Broad and Cassel-> RightF'ax Page 003 ILA Revised K-0401040 INTERLOCAL AGREEMENT THIS INTERLOCAL AGREEMENT (the "Agreement") is made and executed this day of , 2005 between The City of Miami, Florida, a municipal corporation of the State of Florida (the "City"), and the Midtown Miami Community Development District (the "District"), a local unit of special purpose government established pursuant to Section 1.01(A)(21) of the Miami - Dade County Home Rule Charter (the "Charter") and Chapter 190, Florida Statutes, as amended, known as the Uniform Community Development District Act of 1980 (the "Act"). WITNESSETH: WHEREAS, it is the purpose and intent of this Agreement to permit and authorize the City and the District to make the most efficient use of their respective powers, resources, authority and capabilities by enabling them to cooperate on the basis of mutual advantage and to achieve the results provided for in this Agreement pursuant to Section 163.01, Florida Statutes, known as the Florida Interlocal Cooperation Act of 1969 (the "Cooperation Act"); and WHEREAS, it is the purpose of the Cooperation Act to provide a means by which the City and the District may exercise their respective powers, privileges, and authority which they may have separately, but which pursuant to this Agreement and the Cooperation Act they may exercise collectively; and WHEREAS, the District was created by the County pursuant to Ordinance No. 03-271 adopted by the Board of County Commissioners of the County on December 16, 2003 and effective on December 26, 2003, as a local unit of special purpose government for the purpose of delivering certain community development services and facilities within and outside the boundaries of the District; and WHEREAS, City Resolution No. R-03-135 adopted on November 13, 2003, supported the petition submitted to the County by Biscayne Development Partners LLC for the creation of the District and WHEREAS, the land within the District ("District Land"), also known as the ("Midtown Miami Project"), consists of approximately 56 acres of land located within the City; and WHEREAS, the District is in the process of designing and constructing certain public infrastructure ("District. Infrastructure") within the District Land (and outside the District Land with respect to certain roadway improvements) to support planned developments within the District Land, including water, sewer and other utilities, landscaping, roadways, streetscapes, parking facilities and other public improvements ; and WHEREAS, the City is in its feasibility stage of creating a streetcar project ("Miami Streetcar Project") from Downtown Miami to the Miami Design District/Buena Vista East section of the City; and Page 2 of 14 BOC11REALEST\156278.2 20351f0015 01/26/05 17:04:01 Broad and Cassel-> RightFax Page 004 ILA Revised K-0401040 WHEREAS, the City desires that portions of the District Land be included within the development and scope of the Miami Streetcar Project in the event that the Streetcar Project is approved for development and implementation by the City ; and WHEREAS, certain aspects of the District Infrastructure will require design and construction modifications to accommodate the Streetcar Project which must be incorporated into the design and construction of the District Infrastructure at this time notwithstanding that the City has not currently ratified the Streetcar Project for development and implementation; and WHEREAS, the City has agreed to pay for certain costs associated with the design and construction modifications to the District Infrastructure to accommodate the Streetcar Project, including costs associated with permitting; and WHEREAS, the City and the City's Transportation Office have determined that limited additional engineering services for conceptual and final design modifications to the District Infrastructure to accommodate the Streetcar Project ("Additional Engineering") are warranted at this time; such services to be procured by the District, obtained as provided by law, and paid for by the City; and WHEREAS, the City Commission approved Resolution No. 04-0788 on December 9, 2004 authorizing an Interlocal Agreement between the City and the District and the payment of certain funds for engineering services and perrnit modifications; and WHEREAS, the Interlocal Agreement approved pursuant to Resolution No, 04-0788 was not entered into between the City and the District because it was determined that further modifications and clarifications were necessary, the City has rescinded Resolution No. 04-0788, and the City and the District have agreed in lieu thereof to enter into this Agreement which shall serve to embody the terms and conditions between the parties concerning the subject matter hereof; and WHEREAS, the City has authorized and approved the following funds ("Additional Engineering Funds') for the Additional Engineering: $126,000 for conceptual design, $457,000 for final design, and $30,000 for permitting modifications for a total amount not to exceed the amount of $613,000, as further detailed in Scope of Services, Exhibit A attached hereto and by this reference made a part hereof; and WHEREAS, the City has authorized and approved the following funds ("Initial Construction Funds") for construction modifications to the utility portion of the District Infrastructure to accommodate the Streetcar Project, as further detailed in Exhibit B attached hereto and by this reference made a part hereof, for a total amount not to exceed $550,000; and WHEREAS, the estimated amount of $613,000 for design in Exhibit A and $550,000 for all costs outlined in Exhibit B for a total amount of $1,163,000 are derived from Capital Improvement Project No. 341330, B-71215 Streetcar Project. Page 3of14 0C 11REALESTl1 56206 2 20351/0015 01/26/05 17:04:32 Broad and Cassel-> RightFax Page 00S ILA Revised K-0401040 NOW THEREFORE, for and in consideration of the mutual premises set forth above and the covenants, obligations, duties and benefits set forth in this Agreement, the District and the City agree as follows: ARTICLE I DEFINITIONS Section 1.1 Definitions. In addition to terms defined within the text of this Agreement and in the Indenture, the capitalized terms set forth below shall have the following meanings, unless the context requires a different meaning: "Additional Engineering" shall mean as defined in Exhibit A and B, "Additional Engineering Funds" shall mean $613,000, "Agreement" shall mean this Agreement and its Exhibits. "City" shall mean the City of Miami, Florida, a municipal corporation of the State of Florida. "District" shall mean the Midtown Miami Community Development. District, a local unit of special purpose government established pursuant to Section 1.01(A)(21) of the Miami - Dade County Home Rule Charter and Chapter 190, Florida Statutes, as amended, known as the Uniform Community Development District Act of 1980. "District Infrastructure" shall mean public and private infrastructure within the District Land, as defined below, and outside the District Land with respect to certain roadway improvements to support planned developments within the District. below, "District Land" shall mean those lands within the Midtown Miami Project as defined "Fiscal Year" shall mean October 1 through September 30 of each year. "Force Majeure" shall mean an act of God, epidemic, lightning, earthquake, fire, explosion, storm, hurricane, flood or similar occurrence, strike, and act of a public enemy, or blockade, insurrection, riot, general arrest or restraint of government and people, civil disturbance or similar occurrence, which has had or may reasonably be expected to have a material adverse effect on the rights or obligations under this Agreement, which by the exercise of due diligence the party relying thereon as justification for not performing any obligation under this Agreement shall not have been able to avoid, and which is not the result of a willful or negligent action or omission of such party. "Initial Construction Funds" shall mean $550,000. Page 4 of 14 BOC 1lREAL E 5Tll 58295 2 20351/0015 01/26/05 17: 4:56 Broad and Cassel-> RightFax Page HQ6 ILA Revised K-0401040 "Miami Streetcar Project" shall mean the proposed City's streetcar transit system with a Phase 1 bi-directional route from Downtown Miami along a portion of NE 2nd Avenue through Midtown Miami to the Miami Design District/Buena Vista East. "Midtown Miami Project" shall mean a 56 acre mixed -use development approximately within the boundaries of NE 29th Street, North Miami Avenue, NE 36UI Street and the Florida East Coast Railway, which development is located within the District Land.. "Parties" shall mean the City and District. "Project" shall mean, for purposes of this Agreement ; (i) the development of conceptual and final design through engineering services, as further detailed in the attached Scope of Services, Exhibit A, to determine those proposed Streetcar system elements that can be integrated during construction of the Midtown Miami Project for the proposed alignment on most of Midtown Boulevard, through the cultural plaza, a portion of Buena Vista Avenue, and, NE. 36th Street at NE 1't Avenue, and all other design and construction modifications to the District Infrastructure necessary to accommodate the Streetcar Project, and (ii) the construction modifications to the utility portion of the District Infrastructure to accommodate the Streetcar Project ("Utility Modifications"), including costs associated with permitting and construction services as outlined in Exhibit B, to be provided by the District, and/or their agents, representatives or contractors, with the financial contribution to be made by the City to the District,. "Project Manager" shall mean, for the City, the Director of the CIP and Transportation Department or the Assistant Transportation Coordinator. For the District, Project Manager shall mean, the District's contractor for the engineering services. "Utility Modifications" shall mean as defined in Exhibits A and B. ARTICLE II REPRESENTATIONS, FINDINGS Section 2.1 The City represents and warrants as follows: Section 2.1.1. The City is duly organized and validly existing as a municipal corporation under the laws of the State of Florida. Section 2.1.2. The City has full power and authority to enter into the transactions contemplated by this Agreement and to carry out its obligations under this Agreement. Section 2.1.3. The City has duly authorized the execution and delivery of this Agreement, and assuming its due authorization, execution and delivery by the District, this Agreement constitutes a valid and legally binding obligation of the City, enforceable in accordance with its terms, except to the extent that its enforceability may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting Page 5 of 14 ROC I IREAL EST1156296.2 20351/0015 01/26/05 17:05:25 Broad and Cassel-> RightFax Page 007 ILA Revised K-0401040 creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. Section 2.2. The District represents and warrants as follows: Section 2.2.1. The District is duly organized and validly existing as a local unit of special purpose government under the Act and the Charter and as an independent special district under Chapter 189, Florida Statutes. Section 2.2.2. The District has full power and authority to enter into the transactions contemplated by this Agreement and to carry out its obligations under this Agreement. Section 2.2.3. The District has duly authorized the execution and delivery of this Agreement, and assuming its due authorization, execution and delivery by the City, this Agreement constitutes a valid and legally binding obligation of the District, enforceable in accordance with its terms, except to the extent that its enforceability may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, or by the exercise of judicial discretion in accordance with general principles of equity. Section 2.3. The City and the District agree as follows: Section 2.3.1. The District shall cause to be performed and completed, conceptual and final design, permit modifications and construction estimates after the final design is completed, as further detailed in the attached Scope of Services, Exhibit A, in connection with the modifications to the District Infrastructure necessary to accommodate the Streetcar Project. Section 2.3.2. The District shall cause to be performed and completed the design, technical specifications, special provisions, pay items and cost estimates per the attached Scope of Services, Exhibit A in accordance with applicable standard City, County and State laws, rules, regulations, design criteria and contract documents to the reasonable satisfaction of the City Manager or his designee. Section 2.3.3. The District, through its own forces or through its contractors, providers, agents and representatives, agrees to provide and complete the construction modifications to the utility portion of the District Infrastructure to accommodate the Streetcar Project as outlined in Exhibit 13, Section 2.3.4. The District will submit the technical reports to City in a timely manner to be approved by the City, and with the concurrence of the City Manager, which will not be unreasonably withheld, conditioned, or delayed. Section 2.3.5. Submittals by the District must be signed and sealed by a professional engineer registered under Chapter 471, Fla. St.at.., certifying that the submittal and associated work comply with the laws, rules, and applicable ordinances of the City. District and its agents, servants and contractors shall comply with all applicable federal, state and local laws, codes, Page 6 of 14 BOC-MERL E51)15529132 20351/0015 B1/26/05 17:AS:55 Broad and Cassel-> RightFax Page BBH ILA Revised K-0401040 rules and regulations in performing its duties, responsibilities, and obligations pursuant to this Agreement, Section 2.3.6. The District and the City agree to work in good faith to obtain any local or state approvals or permits required for the Project. Section 2.3.7. The District's contractor shall provide construction documents as outlined in Exhibit A. Should the City Commission request additions and/or modifications to the work outlined in Exhibit A that result in additional costs by the District's contractor, the City agrees to pay these additional costs to the District which are clearly documented and substantiated with prior approval to be sought from the City. The District shall have no obligation to make any changes which could delay completion of the District Infrastructure. Section 2.3.8. The recitals to this Agreement are incorporated by reference herein, Section 2.4 It is found and declared that: Section 2.4.1. Expending the Additional Engineering Funds and the Initial Construction Funds as provided herein is in the best interests of the City and the District and their respective citizens and residents. ARTICLE III CITY PAYMENTS OF PROJECT COSTS Section 3.1. Generally. Section 3.1.1. The City agrees to disburse to the District, the Additional Engineering Funds and the Initial Construction Funds for the conceptual design, final design, permit modifications and construction as outlined in Exhibit A and B hereto in the manner set forth in this Section. The engineering services in Exhibit A include $126,000 for conceptual design, $457,000 for final design, and $30,000 for permitting modifications for a total amount not to exceed $613,000, The construction costs are estimated to be $550,000 with final cost to be established upon completion of construction documents The City shall not be liable for any cost, fee, expense or liability in excess of the total amount of $1,163,000 without prior written approval by the City Commission which may be refused or conditioned in the sole discretion of the City Commission and an amendment to this Agreement. Except as provided in this Agreement, the District shall not be liable for any cost, fee, expense or liability whatsoever related to the Projects contemplated by this Agreement, The Initial Construction Funds, as outlined in Exhibit B, shall be payable by the City to the District upon receipt of actual construction invoices furnished by the District, Section 3.1.2. The amounts shown above are based on the current estimated costs of the Project. The parties recognize that adjustments to the above -referenced costs may be required in the future and that at the option of the parties, amendments may be entered into to revise the funds available for the Project, Such amendments may be executed by the City Manager without Page 7of14 BOG 1iREA1, ESTll56206, 2 20 35110015 01/26/65 17:06:24 Broad and Cassel-> RightFax Page 009 ILA Revised K-0401040 the need for approval by the City Commission providing that any arnendment which causes the total amount set forth in section 311 to be increased shall require the prior approval of the City Commission, Section 3,1.3. Payments to the District shall be based on invoices the City has received from the District's contractor (Contractor) for the engineering services with detailed timesheet and contractor invoice documentation. All invoices shall be sufficiently detailed as to comply with the State of Florida Prompt Payment Act, §218.70, et. seq., Fla. Stat. For purposes of this Agreement no payments shall be made by the City for costs or expenses relating to the Project for lobbyists, legal, corporate, general, tax, environmental or regulatory counsel, auditors, accountants, and brokers and salespersons. ARTICLE IV GENERAL PROVISIONS Section 4. General Provisions Section 4.1. Limitation on Governmental Liability. Nothing in this Agreement shall be deemed a waiver of immunity limits of liability of either the City or the District beyond any statutory limited waiver of immunity or limits of liability contained in Section 768,28, Florida Statutes, as amended or other statute, Nothing in this Agreement shalt inure to the benefit of any third party for the purpose of allowing any claim, which would otherwise be barred under the Doctrine of Sovereign Immunity or by operation of law. No covenant, stipulation, obligation or agreement contained in this Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member of the governing body or agent or employee of the City or the District in its, his or their individual capacity, and neither the members of the governing body of the City or the District nor any official executing this Agreement shall be liable personally or shall be subject to any accountability for reason of the execution by the City or the District of this Agreement or any related act. Section 4,1.2. (a) Termination for Cause. Each of the parties shall give the other parties written notice of any default under this Agreement and shall allow the defaulting party 30 days from the date of its receipt of such notice within which to cure any such default or, if it cannot be cured within the 30 days, to commence and thereafter diligently pursue to completion good faith efforts to effect such cure and to thereafter notify the other parties of the actual cure of any such default. Failure to cure such default within 60 days of the notice of default shall entitle the non - defaulting party the ability to cancel this Agreement and, as of the effective date of such cancellation, the parties will be automatically discharged from the Agreement This Agreement and/or the City's funding obligations under the Agreement may be terminated, for cause, at the option of and by the City Manager, if any default is not cured by the District or the District does not comply with any material terms, covenants or condition provided herein within 90 days from the date of a written notice from the City Manager; or when, in the opinion of the City Commission, termination is necessary to protect the interests of public health, safety or general Page8of14 BOC11RC E5T\156255 2 2035110015 H1/26/05 17:06:57 Broad and Cassel-> RightFax Page 010 ILA Revised K-0401040 welfare (which determination may not include the decision on the City to eliminate or reduce the Streetcar Project). This subsection shall not apply during any period of Force Majeure as defined in this Agreement. Termination for cause shall include, but not be limited to, failure to suitably perform the work, failure to continuously perform the work in a manner calculated to meet or accomplish the objectives of City as set forth in this Agreement notwithstanding whether such any such breach was previously waived or cured, (b) Termination for Convenience, This Agreement may be terminated by the City, acting by and through its City Manager, for convenience, without any cause, upon not less than thirty (30) days notice to District. This Agreement may also be terminated by the City Manager upon such notice as the City Manager deems appropriate under the circumstances in the event the City Manager determines that termination is necessary to protect the public health, safety, or general welfare. Termination for convenience is independent and separate from termination for cause and may be employed by the City, acting through its City Manager, at any time during the term of the Agreement, in accordance with the terms hereof. (c) In the event this Agreement is terminated for convenience, by receiving a notice in accordance with the "NOTICES" section of this Agreement, District shall be paid for any services performed by the date of this Agreement, and thereafter as provided herein, however, upon being notified of the City's election to terminate, District shall refrain from further services or incurring additional expenses under the terms of this Agreement, except to the extent hereinafter provided. District acknowledges and agrees that ten ($10,00) dollars of the compensation to be paid by City, the adequacy of which is hereby acknowledged by District, is given as specific consideration to District for the City's right to terminate this Agreement for convenience. District shall have no recourse from a termination for convenience done in accordance with this section, except as provided herein . Notwithstanding anything herein to the contrary, in the event that this Agreement is terminated by the City subsequent to February 25, 2005 pursuant to this section, the city shall continue to be obligated to pay the Initial Construction Funds for completion of the Utility Modifications and shall continue to be obligated to pay any portion of the engineering and permitting costs associated with the Utility Modifications, The City expressly recognizes, agrees and understands that from and after February 25, 2005, the District will be unable to further change the utility portion of the District Infrastructure without substantial costs and delays and that as of that date the utility modifications to the District Infrastructure designed to accommodate the Project muse be executed and completed, No termination of constnict.ion as outlined in Exhibit B shall be otherwise allowed until all work required to appropriately finish an element under way has been completed. The City shall be responsible for all direct costs incurred with this construction completion of this element. No other element or work shall be the liability of the City to pay following termination. Section 4.1.3. Notices, All notices, requests, consents and other communications shall be in writing and shall be delivered, mailed by First Class Mail, postage prepaid, or overnight delivery service, to the parties, as follows. Page9of14 130C 15REALE 5T1156256.2 20351=15 01/26/05 17:07:32 Broad and Cassel—> RightFax Page H11 ILA Revised K-0401040 If to the City; With Copy to: If to the District: With a Copy to: The City of Miami, Florida 3500 Pan American Drive Miami, Florida 33133 Attention: City Manager City Attorney's Office The City of Miami, Florida 444 S.W, 2°d Avenue, Suite 945 Miami, Florida 33130 Attention: City Attorney Midtown Miami Community Development District c/o Severn Trent Services Inc, 210 N. University Drive, Suite 802 Coral Springs, Florida 33071 Attention: Jim Ward, District Manager Billing, Cochran, Heath, Lyles, Mauro & Anderson, P.A. 888 S,E. 3rd Avenue, Suite 301 Fort Lauderdale, Florida 33316 Attn: Dennis Lyles Either party may make changes in the respective addresses from time to time by notice to the other party. Notices and consents given by mail in accordance with this Article shall be deemed to have been given five (5) business days after the day of dispatch, notices and consents given by any other means shall be deemed to have been given when received. Section 4.1.4. Assignment or Transfer. A party may not assign or transfer its rights or obligations under this Agreement to another unit of local government, political subdivision or agency of the State of Florida without the prior written consent of the other party or to a private party or entity. Section 4.1.5. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties, and their respective successors, Section 4.1.6, Amendment and Waivers, Any amendment to or waiver of any provision of this Agreement must be in writing and mutually agreed to by all the parties. Section 4.1.7. Filing. After approval of this Agreement by the respective governing bodies of the City and the District and its execution by the duly qualified and authorized officers of each of the parties, the District shall cause this Agreement to be filed with the Clerk of the Circuit Court of Miami -Dade County, Florida, in accordance with the requirements of Section 163.01(11), Florida Statutes. Page 10 of 14 90C 14REPL E574156296 2 20351 /0015 81/25/05 17:87:55 Broad and Cassel—> RightFax Page 012 ILA Revised K-0401040 Section 4.1.8. Applicable Law and Venue, This Agreement and its provisions shall be governed by and construed in accordance with the laws of the State of Florida. In any action, in equity or law, with respect to the enforcement or interpretation of this Agreement, venue shall be in the Miami -Dade County, Florida. In any litigation arising out of this Agreement, the parties shall bear their own respective attorney fees. In order to expedite the conclusion of any litigation the parties voluntarily and knowingly waive their rights to demand a jury trial or to file a permissive counterclaim in any litigation between them arising out of this Agreement, Section 4.1.9. Severability. If any part of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, such invalid, illegal or unenforceable part shall be deemed severable and the remaining parts of this Agreement shall continue in full force and effect provided that the rights and obligations of the parties are not materially prejudiced and the intentions of the parties can continue to be effected. Section 4.1.10. Entire Agreement. This instrument and all the attached exhibits and schedules constitute the entire agreement between the parties and supersede all previous discussions, understandings and agreements between the parties relating to the subject matter of this Agreement. It is further understood between the parties that the District will be issuing subsequent agreements to its contractors, providers, agents or representatives to perform the engineering services for the Project. Section 4.1.11. Amendments. No modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document prepared by the same formality as this Agreement and executed by the parties. Section 4.1.12. District represents and warrants that there shall be no unlawful discrimination as provided by federal, state or local laws in connection with its performance under this Agreement, Section 4.1.13. District shall be responsible for complying with all applicable laws, rules and regulations in the procurement of goods and services being funded by virtue of this Agreement, Section 4.1.14. Tenn of Agreement. This Agreement shall be in full force and effect from the date of execution hereof and shall continue until the Scope of Services work outlined in Exhibits A and B for this Project are completed, subject to the cancellation provisions set forth herein ARTICLE V INDEMNIFICATION, LIABILITY INSURANCE AND LIABILITY PROTECTION Section 5.1. It is expressly understood and intended that City and District are only parties to this Agreement and neither party is an agent, partner, joint venture, or representative of the other. Page 11 of 14 SOC Ili2EPLESTV156296.2 20151/0015 01/26/05 17:08:24 Broad and Cassel-> RightFax Page 013 ILA Revised K-0401040 Section 5.2. Subject to the monetary limits of Section 768,28, F.S., City shall defend, indemnify and hold harmless District from any claim or damage for personal injuries or property damage, arising from the negligent act, omission or performance or failure of performance of City or City's agents, contractors, servants and employees hereunder relative to the negligent performance of any action by the City. Subject to the monetary limits of 768,28, FS District shall defend, indemnify and save harmless City from any claim or damage for personal injuries or property damage, arising from the negligent act, omission or performance or failure of performance of District or District's agents, contractors, servants, and employees hereunder relative to the negligent performance of any services being performed by any of them by virtue of this Agreement, To the extent allowed by law, the District shall save and hold harmless the City against any all liabilities, claims, judgments or costs of whatsoever kind and nature for injury to, or death of any person or persons and for the loss of any or damage to any person or property resulting from the use, service, operation or performance of work or services under the terms of this Agreement or contracts the District enters into in order to effectuate this Agreement, resulting from the negligent acts or omissions of the District, or of its contractors, subcontractors, or any of the employees, agents, or representatives of the District, This Indemnity, save and hold harmless is given for the exclusive use and benefit of the City and shall not benefit any other third party person or business entity and shall survive the term or cancellation of this Agreement, ARTICLE VI RELATIONSHIPS OF THE PARTIES Section 6.1. Nothing in this AGREEMENT shall be deemed to constitute any party a partner, agent or representative of the other party. ARTICLE VII HEADINGS Section 7.1. Captions and headings in this Agreement are for ease of reference only, and do not constitute a part of this Agreement and shall not affect the meaning or interpretation of any provisions herein. ARTICLE VIII COUNTERPARTS Section 8.1. This Agreement may be executed in one or more counterpart (s), each of which shall be deemed an original. Page 12of14 BOC1 REAL£5T41562962 20 351 /0015 01/26/05 17:08:49 Broad and Cassel—> RightFax Page 014 ILA Revised K-0401040 ARTICLE IX INVALIDITY OF PROVISIONS Section 9.1. Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a Court of competent jurisdiction to be invalid, illegal or otherwise unenforceable 'under the laws of the State of Florida, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, and this Agreement shall remain in full force and effect. [Remainder of Page Intentionally Left Blank] Page 13 of 14 sac 11REALEST\156200 2 20251 /0 015 01/26/OS 17:0B:59 Broad and Cassel-> RightFax Page 015 ILA Revised K-0401040 IN WITNESS WHEREOF, the City and the District have each caused this Agreement to be executed and delivered as of the date indicated above: (SEAL) THE CITY OF MIAMI, FLORIDA ATTEST, Priscilla A. Thompson, City Clerk APPROVED AS TO LEGAL FORM AND CORRECTNESS: Jorge L. Fernandez, City Attorney K-0401040 Revised APPROVED AS TO INSURANCE REQUIREMENTS: Dania Carrillo, City Risk Manager (SEAL) ATTEST: Secretary, Board of Supervisors Joe Arriola, City Manager MIDTOWN MIAMI COMMUNITY DEVELOPMENT DISTRICT Jim Ward, District Manager Page 14 of 14 80C 14R EAL E5T1156296.2 2075110015